Section 1.  Indemnity Authorized

 To the extent allowed by the California Nonprofit Corporation Law, this organization may indemnify and advance expenses to its agents in connection with any proceeding, and in accordance with law. For purposes of this section, “agent” includes Directors, Officers, employees, other agents, and persons formerly occupying these positions.

Section 2.  Approval of Indemnity

An individual seeking indemnification shall make a written request to the Board of Directors in each case.

A.       Success on the Merits. To the extent that the individual has been successful on the merits, the Board of Directors will promptly authorize indemnification in accordance with the California Nonprofit Corporation Law.

B.      Other Instances. Otherwise, the Board of Directors shall promptly determine, by a majority vote of the remaining Directors who are not parties to the proceeding (so long as a quorum is constituted), whether, in the specific case, the agent has met the applicable standard of conduct under California law, and, if so, will authorize indemnification to the extent permitted.

Section 3.  Advancing Expenses

To the extent allowed under the California Nonprofit Corporation Law, the Board of Directors may authorize an advance of expenses incurred by or on behalf of an agent of this organization in defending any proceeding prior to final disposition. The Board of Directors shall find that the requested advances are reasonable; and before any advance is made, the agent will submit a written undertaking satisfactory to the Board of Directors to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this section.