E. The Wesleyan Church Corporation Indemnification of Officers

E. Indemnification of Officers

4235. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, officer, employee, or agent of The Wesleyan Church shall be indemnified by the Church against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding (a) if such person is wholly successful with respect thereto or, (b) if not successful, then if such person is determined to have acted in good faith, in what he or she reasonably believed to be the best interests of the Church (or, in any case not involving the person’s official capacity with the Church, in what he or she reasonably believed to be not opposed to the best interests of the Church) and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or without court approval), or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not create a presumption that a person did not meet the applicable standards of conduct. (The entire Articles of Incorporation that provide indemnification are on file with the Office of the Secretary and with the Indiana Secretary of State.)