Global Health Activism Network Constitution

Article XI

The Network may indemnify any Council of Leader, officer, employee or agent, any former leader, officer, employee or agent, any person who may have served at its request as a leader, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him/her in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative (other than an action by or in the right of Network), to which he/she may be or is made a party by reason of being or having been such leader, officer, employee or agent if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Network and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. However, there shall be no indemnification in respect to any claim, issue or matter as to which he/she shall have been adjudged to be liable to the Network unless and only to the extent that the Court in which such action or suit was brought shall determine upon application that, despite that adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court shall deem proper.

The Network may pay expenses (including attorneys' fees) incurred by an officer or member in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer or member, to repay such amount if it shall be ultimately determined that he/she is not entitled to be indemnified by the Network under this article. Such expenses (including attorneys' fees) incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Council deems appropriate.

Any indemnification (unless ordered by the court) shall be made by the Network only as authorized in the specific case upon a determination that indemnification of the member, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct of the Law of Malaysia. Such determination shall be made (1) by a majority vote of the Council of Leaders who are not parties to such action, suit or proceeding, even though less than a quorum, (2) if there are no such Council of Leaders or if such leaders so direct, by independent legal counsel in a written opinion.

The provisions of this article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after adoption hereof. The indemnification and advancement of expenses provided by this article shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, bylaw, agreement, vote of the disinterested members or leaders or otherwise, and shall not restrict the power of the Network to make any indemnification permitted by law.

The indemnification and advancement of expenses provided by this article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a member, officer, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such a person. The Council may authorize the purchase of insurance on behalf of any person who is or was a leader, officer, employee or agent of the Network, or who is or was serving at the request of the Network as a leader, officer, employee or agent of another corporation, partnership, join venture, trust or other enterprise against any liability asserted against or incurred by him/her in any such capacity, or which arises out of such person's status as a leader, officer, employee or agent whether or not the Network would have the power to indemnify such person against that liability under law. In no case, however, shall the Network indemnify, reimburse, or insure any person for any taxes imposed on such an individual. Further, if at any time the Network is deemed to be a private foundation within the meaning of applicable law.

To the fullest extent permitted by the Malaysian Law, no Council of Leaders of the Network shall be personally liable to the Network or its members for monetary damages for any breach of fiduciary duty as a leader; provided, however, such a relief from liability shall not apply in an instance where such relief is inconsistent with any provisions of the laws.

If any part of this article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.


Global Health Activism NetworkAlternative Medicines Research InstituteWeston Reserve UniversityCenter For Asia
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