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ARTICLE 6: NONLIABILITY AND INDEMNIFICATION

SECTION 6.1: NONLIABILITY OF DIRECTORS

Board members will not be personally liable for the debts, liabilities, or other obligations of Fair Workplace Council.

SECTION 6.2: IDEMNIFICATION

All Board members, employees, Advisory Council, and volunteers acting on behalf of Fair Workplace Council will be indemnified by Fair Workplace Council to the fullest extent as described in Section 5238 of California law against fines, settlements, legal fees, and other reasonable expenses for civil and criminal actions brought against them for their actions directly related to the performance of their duties as agents of Fair Workplace Council provided that the person acted in good faith on behalf of Fair Workplace Council with the care an ordinary prudent person in a similar position and under similar circumstances would act. In the case of criminal proceedings, the person acted in good faith and care on behalf of Fair Workplace Council and believed that their conduct was lawful.  The Fair Workplace Council has the right to select attorneys and to approve any settlement or legal expenses incurred in connection with any legal action which it indemnifies.

Except if required by California or Federal law, The Fair Workplace Council has the right not to indemnify Board members, Officers, Advisory Council, employees or volunteers for actions that a majority of Board members not party to the legal action determine is willful misconduct, sexual harassment, deliberate self-dealing, or fraud against the Fair Workplace Council. Except if required by California or Federal Law, Fair Workplace Council will also not indemnify Board members, Officers, Advisory Council, employees, or volunteers for legal actions they may choose to take against Fair Workplace Council or that Fair Workplace Council may take against them if they are removed from their position in the organization for cause.
 
SECTION 6.3: INSURANCE FOR CORPORATE AGENTS
The Board must maintain a Director and Officers insurance policy.  The policy may also cover other employees or agents of Fair Workplace Council.  The policy may cover both civil and criminal action liability as allowed by California Nonprofit Public Benefit Corporation Law except of violations of the law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law).