National Catholic Forester

Summer 2017 — www.ncsf.com 29 NEW NCSF BYLAWS by the Board of Directors, the CEO shall have authority to appoint and terminate other officers, managers, agents and employees. Sec. 3.03 REMOVAL OF EXECUTIVE OFFICERS The Board of Directors may remove the CEO with or without cause by a majority vote of all directors at a meeting called for that purpose. Other executive officers may be removed with or without cause by the CEO. Sec. 3.04 COMPENSATION The Board of Directors shall determine reasonable compensation of the CEO. In its determination of reasonable compensation, the Board of Directors, shall take into account, the services rendered by and the performance of the CEO, the performance of the Society, market and industry standards, and compensation paid to CEOs of similarly situated organizations and other appropriate considerations. Reasonable compensation of all executive officers other than the CEO shall be recommended by the CEO and approved by the Board of Directors. ARTICLE IV SURETY BONDS, INSURANCE COVERAGE AND INDEMNIFICATION Sec. 4.01 SURETY BONDS AND INSURANCE COVERAGE The Board of Directors shall procure and maintain in force surety bonds on such officers, directors and employees in at least the amounts as required by the State of Illinois Department of Insurance. The Society may purchase and maintain insurance on behalf of any such individual against liability asserted and expenses incurred by the individual for any proceeding in connection with performance of his or her duties regardless of whether the Society is required or permitted to indemnify or allow expenses to the individual. The Society shall purchase insurance coverage in amounts as the Board deems advisable to protect the Society against fire, robbery, burglary, larceny and theft of property and forgery or alteration. Sec. 4.02 INDEMNIFICATION To the fullest extent required or permitted by present or future laws, each director, officer or employee of the Society who is made a party to or threatened with any civil, criminal, or administrative action, suit or proceeding by reason of the fact that he or she is or was such a director, officer or employee, shall be indemnified against all expenses, including attorney's fees, amounts paid on account of judgments, settlements, compromises, fines or penalties resulting from any civil, criminal, or administrative suit or proceedings. The right of indemnification shall not be deemed exclusive of any right to which directors, officers or employees may be entitled. A director, officer or employee shall not be indemnified or reimbursed for any such amounts if in relation to such action, suit or proceedings he or she shall finally be adjudged to be or have been guilty of breach of duty as a director, officer, employee or in respect to such matter there has been made a compromise settlement, unless in either such case the person acted in good faith for a purpose the person reasonably believed to be in or not opposed to the best interests of the Society and, in a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The determination whether the conduct of such person met the standard required to justify indemnification and reimbursement in this section may only be made by the Board of Directors by a majority vote of a quorum consisting of persons who were not parties to such action, suit or proceeding. ARTICLE V COURTS Sec. 5.01 CHARTER Courts may be chartered by the Board of Directors in accordance with the rules and requirements prescribed by the Board of Directors and shall indicate acceptance of the Articles of Incorporation and Bylaws of the Society. Sec. 5.02 RULES Courts are largely self- governing organizations but shall comply with the Articles of Incorporation and Bylaws of the Society, shall adopt and comply with the uniform bylaws for courts adopted by the Board of Directors and all other requirements adopted by the Board. Sec. 5.03 CHARTER WITHDRAWAL The Board of Directors may withdraw the charter of any court in the event it determines that withdrawal is in the best interest of the Society. The Board of Directors shall provide for the disposition of property of courts that have been suspended or dissolved in a manner consistent with the purposes of courts. Sec. 5.04 MEETINGS Regular meetings of courts shall be held monthly in accordance with the Illinois Fraternal Code. ARTICLE VI MEMBER ASSEMBLY Sec. 6.01 PURPOSE The purpose of meetings of the Member Assembly is to provide education, recognition and other support to Courts and Court leaders and to promote and carry out the fraternal and charitable activities of the Society. The Member Assembly shall appoint the Director Compensation Committee as described in Section 2.07. Sec. 6.02 MEETINGS The Member Assembly shall meet at a time and location determined by the Board of Directors. Sec. 6.03 ATTENDEES The Member Assembly shall be comprised of members from the Courts in accordance with procedures established by the Board of Directors. ARTICLE VII BENEFIT CERTIFICATES Sec. 7.01 MAINTENANCE OF RESERVES If the Society's reserves for CONT. ON PAGE 30

• Cover