Article IX – Indemnification and Insurance

Section 1. Not a Limitation. Nothing contained in the Articles or these By-laws shall limit or preclude the exercise of any right under the Acts or otherwise relating to indemnification of or the advancement of expenses to any Director, Officer, Committee Chair, or any employee of the Cooperative, or the ability of the Cooperative to otherwise indemnify or advance expenses to any Director, Officer, Committee Chair, or any employee.

Section 2. Insurance. The Cooperative may (but shall not be required to) purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, Committee Chair of the Cooperative, or who, while a Director, Officer, or Committee Chair of the Cooperative, is or was serving at the request of the Cooperative as a director, officer, partner, trustee, or employee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a Director, Officer, or Committee Chair, whether or not the Cooperative would have power to indemnify the individual against the same liability under the Articles or this Bylaw, provided that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board.

Section 3. Applicability. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this By-law is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof and shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.