Article XI
Indemnification
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.
