Article Eleven, Indemnification of Directors, Officers, Delegates, Employees and Other Agents, Section 6: Required Approval

Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Foundation only if authorized upon a determination that indemnification of the agent in the specific case is proper because the agent has met the applicable standard of conduct set forth in Section 3 or Section 4 of this Article, by:

A. A majority vote of a quorum of the Board who are not parties to the proceeding; or

B. The court in which the proceeding is or was pending, upon application made by this Foundation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Foundation.