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Article I: Name

Mandalorian Mercs Costume Club (aka “Mandalorian Mercs”, “Mando Mercs“, and “MMCC”)

Article II: Objective

The Mandalorian Mercs Costume Club is an international STAR WARS™ costuming organization dedicated to celebrating the STAR WARS universe through the creation, display, and wearing of quality character costumes that represent the Mandalorian characters and culture from the STAR WARS sagas.

The MMCC unites individuals with a common love for Star Wars™ and the Mandalorian culture/characters while encouraging self-improvement, personal growth, family involvement, and fellowship with peers.

The MMCC promotes interest in STAR WARS and facilitates the use of these costumes for STAR WARS-related events as well as contributing to the local community through costumed charity and volunteer work.

Article III:Representation

The MMCC recognizes that the members of the MMCC have no claim to the copyright and intellectual property of Lucasfilm Ltd. (LFL) except by the privileges authorized to the organization by LFL. Members acknowledge and accept that they, by authorization, portray the characters of STAR WARS when in costume and acting on behalf of the MMCC. While representing the MMCC, members agree to do so courteously, professionally, and responsibly at all time.

Article IV:Membership

The MMCC is an inclusive, equal-opportunity, non-discriminatory organization. Official Membership (Tier 3) is open to persons 18 years or older who own a costume that meets with the standards of accuracy, completeness, and quality of construction as required by the MMCC.

Internet Membership (Tier 0) is limited membership open to persons 13yrs or older with a registered personal account on the Mandalorian Mercs official website/forum.

Supporting Membership (Tier 1) is limited membership open to persons 13yrs or older with a registered personal account on the Mandalorian Mercs official website/forum, and makes a minimum donation of fifty cents ($.50) during the calendar year towards the support of the organization.

Auxiliary Membership (Tier 2) is limited membership open to persons 18yrs or older who serve the MMCC in a support role, but do not meet the costume requirements of the club.

Verd’ika Membership is limited membership open to the legal children of MMCC Official Members.  Verd’ika members must own a costume that meets with the minimum approval standards of the organization.

Honorary Membership is limited membership open to individuals recognized by the MMCC as having a significant positive impact on the Star Wars™ franchise.

Upon admission, a new official member will choose a “Character name”, and be assigned a unique number in the MMCC member catalog.  The catalog number is unique to the individual member and is non-transferable. Rights and privileges are granted to members according to their status as either official or otherwise.

Members agree to use and wear their costumes in accordance with the participation requirements as set forth by the MMCC.

Members are expected to comply with their respective applicable local, regional, and national laws.

The right to grant, deny, revoke, or suspend membership is reserved by and under the sole authority of the Mand’alor and may not be superseded by any rules of any MMCC subdivision or unit.

The MMCC reserves the right to deny or revoke membership at any time, based on any past criminal history as outlined in the Procedural Contract and in accordance with the laws of the applicable country or region within. Notice of such denial or revocation will be filed with the MMCC Command Council.

Article V: Organization

The MMCC is a worldwide organization divided into Regions, and Clans. A MMCC Command level consisting of the Mand’alor (Commanding Officer), Alor (Executive Officer), and Command Council Officers coordinates the organization. The MMCC recognizes that most activities will be on the local level. For this reason, the MMCC is divided into subdivisions based on geographical boundaries. The list and boundaries of Regions and Clans are maintained by the MMCC Clan Administration Officer.

Command Council is to manage the organization’s business and may exercise those of the club’s power that are not required, by the Act or by this Constitution to be exercised by the MMCC in general meeting.

Command Council must cause minutes of meetings to be made and kept according to the Act.

Checks and other negotiable instruments must be signed by the Mand’alor or Archivist.

The Regional Conclave is a body made up of the elected representatives from each Region. This Command Council is moderated by the Mand’alor.  MMCC members may bring issues of contention or concern before the Conclave through their Regional Commanders or, in cases where their issues are with their Regional Commander, through any other member of the Conclave (which includes the Command Council).  The Regional Conclave serves as an advisory and administrative board to the Command Council.

Brigades are special resource groups that focus on a specific costume, character profession, or costume category and are not bound by geography.

Article VI: Command Council Officers

Mand’alor:

The Mandalore is the top administrator, figurehead, and executive director of the MMCC organization. The Mandalore appoints an Alor (President), Council Advisors, has ultimate approval and veto power of organizational-wide policy changes, maintains a seat on all MMCC committees of his/her choosing, and organizes partnerships with outside groups.  The Mandalore also aids in the administration of all MMCC bank accounts, balance sheets, fund collection, and pays debts pertaining to the MMCC..

Alor:

The Alor presides over the MMCC Command Council and oversees daily MMCC operations as the “President”.  The Alor moderates the Command Council, calls for Council voting on new MMCC policy or changes in MMCC policy, and governs the MMCC Judicial Office.

Archivist:

The Archivist maintains all organization orders of business as secretary.  The Archivist maintains General and Special Assembly minutes, sets Order of Business at Assemblies, Informs MMCC members of assemblies, manages MMCC committees, and contacts persons/organizations in relation to the MMCC.  The Archivist maintains the duties of Treasurer, and reports on organization finances during General Assemblies.

Quartermaster (QM):

The office of the QM oversees all MMCC merchandise operations, including those of local units. The MMCC ensures that all merchandise projects adhere to rules and guidelines that govern use of images, pricing, and distribution.

Personnel Officer (PERSO):

The office of the PERSO is responsible for reviewing and processing applications for membership and maintaining the MMCC Member Catalog. The PERSO drives costume policies, including heading the Applicant Team which approves membership for new applicants and quality control of membership costume submissions. The PERSO is the final arbiter of member costume issues and approvals.

Technology Officer (TECHO):

The office of the TECHO manages all MMCC Web resources, administrates the MMCC online forums, and advises unit Webmasters.

Public Relations Officer (PRO):

The office of the PRO serves as the MMCC’s advocate and primary point of contact with the public and outside parties. The PRO serves as the executive editor of all MMCC publications and multimedia productions. The office of the PRO also serves as the primary point of contact for celebrities and VIPs.

Clan Administration Officer (CAO):

The office of the CAO administers all regional, and clan elections as well as maintains reporting from MMCC units at monthly intervals.  The CAO is also responsible for conducting the annual “Strength Reporting” from all Clans.

Brigadier:

The office of the Brigadier is responsible for overseeing the MMCC Brigades, creation of new Brigades, and the election of Brigade Marshals.

Conclave Minister:

The office of the Conclave Minister administrates and oversees the Regional Conclave of elected Regional Commanders.  CM is also responsible for the passing of information, procedural changes, and non-election Clan voting from the Command Council to Regional Conclave and vice versa.

Judicial Officer:

The Judicial Officer (JO) is a non-Command Council, senior officer under and appointed by the Alor’s office.  The office of the JO interprets and enforces club rules. The office of the JO serves as an impartial mediator for disputes among members or officers and oversees disciplinary hearings.

Collectively, the officers listed here are referred to as the “Command Council.”

Article VII: Regional Conclave

Regional Commander (RC):

Elected regional representative of Clans and members within the associated region.

RC’s are responsible for representing the units/members of their respective regions for votes on changes in organizational policy.

RC’s are responsible for communicating to, and polling the units/members within their represented region on changes in club policy.

RC’s are responsible for ensuring the units and members within their regional borders are functioning within the MMCC Codex (Charter), and MMCC Procedural Contract (Bylaws).

Regional Commanders are also responsible for acting as “Adjutant to the Alor” in Special Tribunal hearings regarding units or members within their represented region.

Regional Major (RM):  Appointed by the Regional Commander to aid in the communication of polling and policy changes within their represented region.

Collectively, the officers listed here are referred to as the “Regional Conclave”.

Article VIII: Unit Officers

Clan Officers

Alor’ad (Commanding Officer):

The Alor’ad is elected by the Clan membership. The Alor’ad is the chief administrator of the Clan and is responsible for the operations of the Clan and the coordination of events that occur within the Clan’s boundaries. The Alor’ad is responsible for maintaining communications with the Regional Conclave, Command Council and Mand’alor. The Alor’ad also appoints the Clan officers and staff, and administers local forum rules. The Alor’ad is the principal representative of the Clan membership on the Regional Conclave, and Command Council, and is responsible for assigning additional required Council representatives from the Clan.

Ver’alor (Executive Officer):

The Ver’alor is appointed by the Alor’ad. The Ver’alor may perform duties as assigned by the Alor’ad, and will assume leadership of the Clan in the absence of the Alor’ad.  The Ver’alor is also responsible for Clan merchandise submission to the MMCC Quartermaster for approval before production.

Ruus’alor (Sgt. at Arms):

The Ruus’alor is appointed by the Alor’ad. The Ruus’alor is responsible for reviewing official member costume compliance, and overseeing clan member information.  In Clans covering large areas, two (2) Ruus’alor may be appointed to ensure proper costumer compliance is met, and clan member information is up to date.

Brigade Officers

Brigade Marshal (BM):

The BM is elected by the Brigade membership. The BM is the chief administrator of the Brigade and is responsible for the operations of the Brigade and managing research and information about costume creation and construction.  BMs are supervised and represented on the Council by the Brigadier. A BM has the following responsibilities:

Verify membership status in the MMCC with the approved costume, and grant the appropriate access for official members in good standing to detachments areas.

Monitor and moderate the Brigade forum.

Participate on the MMCC forums and advise other BM’s and Ruus’alor as needed.

Maintain contact with the Brigadier and report any issue or controversy related to costuming.

Article IX: Meetings

General Command Assemblies will be held during the 1st and 4th quarters of the year.  General Command Assembly is open for any Official Member of Mercs to attend, and announcement of General Command Assemblies will be made by the MMCC Archivist no less than 30 days prior to the meeting.  Notifications shall be placed on the MMCC website and social media outlets.

The business of the General Command Assembly shall be to:

Confirm the minutes of the previous General Command Assembly, and any General Command Assembly held since the previous meeting.

Receive the audited accounts for the year from the MMCC Archivist.

Receive the annual report from the Codex Review Committee.

Receive annual reports from Command Council Offices.

Transact such other business received in writing by the Secretary from members [14] days prior to the meeting and included on the agenda.

Special General Assemblies may be convened by the Command Council or on receipt by the Archivist of a request in writing from not less than half (1/2) of the Regional Commanders. At least 30 days’ notice of the meeting shall be given.

At all General Assemblies, the chair will be taken by the Mand’alor or, in their absence, by the Alor.

Decisions made at General Assemblies shall be by a simple majority of votes from those Council Members and Regional Commanders attending the meeting. In the event of equal votes, the Mand’alor shall be entitled to an additional casting vote.

Each Council Officer is entitled to one (1) vote, and Regional Commander is entitled to one-half (1/2) vote rounded-up to the majority Regional vote during General Assemblies.

Article X: Finances

The MMCC Mand’alor will maintain responsibility for all finances.  All monies raised through donations or fundraisers are acknowledged as MMCC funds and will be maintained in an MMCC account.  The Archivist will act as an “Associate Treasurer” and assist the Mand’alor in conducting financial business.  No monies associated with the MMCC will be held in accounts outside the organization.

All MMCC income and property, however derived, must be applied to promote its objects.

None of the organizationss income or property may be transferred to the Members, directly or indirectly, by any means.

The property of the organization will consist of items owned wholly by the organization on behalf of all its members. All property is to be listed in a Property Book maintained by the Archivist in support of the organizations accounts. Property is to be depreciated where appropriate and adequately insured.

Command Council, at any time, may bring fourth an amendment to require yearly membership dues for Official Membership.  The amendment must be brought before the Official Membership for discussion no later than 30 days prior to the earliest General Assembly.  The needs, amount(s), and potential use of dues will be discussed during the discussion period.  After the 30 days of discussion, a poll will be posted in the Official Member forum for 30 days.  A 2/3 majority vote must be achieved for the dues amendment to pass.  Upon completion of the amendment, the Command Council will vote on a dues amount at the next General Assembly.  If deemed necessary, a Special Assembly may be called to vote upon the yearly membership dues amount.  Upon passage of the amount, dues will go into effect on the first day of January on the following year.

Article XI: Elections

The offices of RC, Clan Alor’ad and Brigade Marshal are all elected positions in the MMCC. Command Council Officers are elected by the seated Command Council Officers.  All other positions are appointed by their respective supervising official.

Active members in good standing are eligible to run for elected office and vote in elections within their currently assigned units.

RC, Clan Alor’ad and Brigade Marshals serve one-year terms.

Command Council Officers serve life-time terms until retirement from, or forced removal from office via Command Council vote.

At retirement or removal, the office of Mand’alor is elected by popular vote of the active members of the MMCC, and confirmed by vote of the Command Council.

The office of Regional Commander is elected by popular vote of the Alor’ad of each unit within the respective region.

The offices of Clan Alor’ad and Brigade Marshal are elected by popular vote of the active members of each respective unit.

Annual review/elections are mandatory for every unit, unless an incumbent official stands unchallenged, in which case an election may be waived.

In the event a unit commander or leader is unable to continue in their office, that unit must hold an immediate emergency election for a replacement. Units that maintain a Ver’alor will be under the authority of that Ver’alor until the completion of the emergency election. If both the commanding officer and the executive officer are unable to serve, the MMCC CAO will temporarily assume nominal leadership until the completion of the emergency election. Inability to serve may be determined by either voluntary resignation of the office, or a period of 30 days of unresponsiveness in office after all reasonable means of communication are exhausted.

Any unit of the MMCC (including the MMCC itself) may address egregious problems in leadership by requesting a recall election of the unit’s leader. Requests for recall elections must be submitted to the Mand’alor for consultation, review, and approval before proceeding. Recall elections are not to be used to express dissatisfaction with the results of a properly conducted and legitimate election process (concerns with improperly conducted elections should be forwarded to the MMCC CAO, and are outside the scope of this provision).

Actively campaigning for any elected role within the Mandalorian Mercs is strictly forbidden, Any member found to be canvassing, campaigning, or soliciting for nominations or votes would be subject to local and/or organizational-level punishment.

Article XII: Polices and Amendments

A committee will be formed and supervised by the Mand’alor, consisting of various members of the MMCC to oversee and manage amendments to the Codex. This committee is called the Codex Review Committee (CRC).

Amendments to the Codex may be proposed by any active MMCC member to the CRC directly or via their Regional Commander at any time.

The CRC will review the proposal and if accepted, will craft the language of the proposal. The CRC may reject proposals deemed inappropriate or contradictory to the spirit of the MMCC at its discretion.

Draft proposals will be submitted to the Command Council for review. During review, the proposal may be further revised by the CRC with suggestions from the Command Council. Command Council members are authorized to share works in progress with their respective unit members for additional input. Completion of revisions is due no later than 7 days following submission of the draft.

Upon reaching a satisfactory state of completion of the proposal, signified by passing a two-thirds majority vote by participating Command Council members, the CRC will present the completed proposal to the Regional Commanders for ratification.

Regional Commanders will vote for/against ratification based on the majority vote of the units/members within their respective regions.

Proposals then require a two-thirds majority of the Regional Commanders to pass.

If passed, the proposal becomes an Amendment and is effective immediately upon completion of the vote.

Proposals may be submitted by MMCC members to the CRC at any time during the year. The CRC may also work on proposals at any time throughout the year. Draft proposals must be submitted by the CRC to Regional Commanders no earlier than October 1st and no later than October 17 of any given year, to permit conclusion of membership ratification by October 31. Any proposals, drafts, or revisions falling outside of this window will be reserved for the October of the following year.

Article XIII: Merchandise and Branding

The MMCC is an organization based on a copyrighted property. No member or unit is authorized to profit from the sales of merchandise bearing images or ideas from the STAR WARS property.

Merchandise or materials created to promote or advertise the MMCC (referred to herein as “merchandise”) will be sold only to members of the MMCC, by MMCC and/or approved vendors. Merchandise is not to be sold to the general public unless authorized and approved by Command Council and Lucasfilm Ltd. All merchandise must meet MMCC guidelines and approved by the MMCC prior to production. Merchandise not abiding by these guidelines will be considered unauthorized and its sale shall be forbidden to members of the MMCC. Producing or distributing unauthorized merchandise may be subject to disciplinary action by the MMCC.

Any items bearing the words “Mandalorian Mercs”, “Mandalorian Mercs Costume Club”, “Mando Mercs Costume Club,” “MMCC” , the MMCC Logo, URLs, or those of any sub-units of the MMCC, or any other term or image that can be reasonably identified with the MMCC or its sub-units are considered representative of the MMCC. Proposals for such items are to be reviewed by the office of the MMCC Quartermaster, and approval must be granted by the QM prior to production.

The MMCC does not endorse or manage the creation or sale of props, costumes, or costume parts or materials by anyone for sale to others.   MMCC will take action against private parties who attempt to defraud or scam members on the MMCC website.

Special “Multi-group” items may be created per Quartermaster approval and sold at-cost to relevant LFL affiliated organizations. Items must also be approved by Merchandise officers of organizations represented on Milti-group items.

Article XIV: Disciplinary Action

When the MMCC’s standards of conduct are violated, it is an unfortunate necessity to address them. While the MMCC recognizes that membership is voluntary and should be fun, it also recognizes that there must be some protection afforded its members from abuse and misconduct. To this end, the MMCC adheres to the following prescription for disciplinary action.

All commanders are expected to enforce the rules of the MMCC in their respective jurisdictions. Any member behaving in an unacceptable manner or violating MMCC rules or the tenets thereof is subject to disciplinary action. Disputes within any MMCC subdivision are to be managed by the commander of the subdivision, unless the commander is involved in the dispute or there is any other clear conflict of interest on their part, in which case the dispute must be escalated to the MMCC level.

Complaints should be directed by members to their immediate commander. The commander is responsible for mediating the dispute. This action may take the form of an informal meeting between the parties, up to formal hearings.

The MMCC Alor must be notified prior to commencing any hearing at any level and be granted the option to observe the proceedings or be otherwise included in communications related to the hearing.

In the event a conflict or complaint involves members of different units, the commander of the primary complainant serves as the presiding officer and conducts a meeting or hearing with the defendant and the commander of the defendant’s unit. If one of the parties involved in a dispute is an officer of a unit, the hearing will be overseen by the MMCC Alor or a designated representative.

All hearings are conducted on the MMCC forum, unless otherwise directed by the Alor

No member may be removed from the MMCC without the knowledge and approval of the Mand’alor.

Following the resolution of a dispute or hearing, members have the right to appeal the decision to the Mand’alor within 30 days. Any judgment by the Mand’alor following an appeal is final.

Article XV: Bylaws

Bylaws are additional rules, processes, and procedures to manage regular operations, provide guidelines and instruction. The Bylaws set expectations of actions and behaviors in and for the MMCC and its members. Bylaws are found in the document titled Procedural Contract.

Amendments, alterations, or repeal of bylaws may be proposed by official MMCC members to the Codex Review Committee directly.

The CRC will follow the same review, acceptance/rejection, and Council consultation process as described for Codex Amendments in Article XII.

Completed proposals will be presented to the Regional Commanders for ratification.

Amendments to the bylaws require a simple majority of the Regional Commanders to pass.

If passed, the proposal is incorporated into the bylaws and is effective immediately upon completion of the vote.

Article XVI: Dissolution

The decision to dissolve the Organization shall be taken only at a General Command Assembly.

A 2/3 vote will be conducted between Command Council Officers, and Regional Commanders.  In the event of a tie, the Mand’alor will cast the final vote.

In the event of Organization Dissolution,  any assets remaining upon dissolution after the payment of proper debts and liabilities shall be transferred to a similar organization or institution having similar charitable aims to those of the MMCC and preferably in the locality of the MMCC.  The fair selection of the organization benefiting from the transfer of assets shall be the responsibility of the Command Council.

Article XVII: Legal Exhaustion & Indemnity.

Exhaustion
The remedies and procedures provided in the Charter (herein known as “The Codex”) and By-laws and all subsections hereof must be exhausted prior to the filing or commencement of any legal proceeding by any member, former member, Chapter or Related Entity involving the MMCC or any officer or employee thereof before a court having competent jurisdiction thereof.

Arbitration, Venue and Applicable Law
The parties expressly agree that all disputes or controversies arising out of The Codex and/or By-laws, their performance, or the alleged breach thereof, if not disposed of by provisions set forth within The Codex and/or By-laws, shall be resolved only by arbitration in accordance with this section. Either party must demand such arbitration only within 6 months after the controversy arises by sending a notice of demand to arbitrate to the American Arbitration Association (the “Association”), with a copy thereof to the other party. The dispute shall then be arbitrated by a single arbitrator pursuant to the Commercial Rules of the Association at the Association office in North Carolina. In the disposition of the dispute, the arbitrator shall be governed by the express terms of The Codex and By-laws and otherwise by the laws of the State of North Carolina which shall govern the interpretation of The Codex and By-laws. In all such matters, only the substantive laws of the State of North Carolina without regard to the conflicts of laws thereof shall apply in any proceedings involving the MMCC. In no event shall the substantive laws of any other jurisdiction have any application in any legal proceeding involving the MMCC. The decision of the arbitrator shall be final and conclusive on the parties and shall be a bar to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal. Notwithstanding the foregoing, judgment on any award by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision shall survive any expiration or termination of The Codex or By-laws.

Failure to Comply
In the event that legal proceedings are threatened or commenced in violation of or without compliance with this Rule and all subsections hereof, the Command Council may in its discretion summarily order the member, former member, Chapter, or Related Entity covered under this Rule to dismiss such legal action and comply with this Rule and all subsections hereof.

1.   Indemnification 
As required by The Codex and By-laws of the MMCC, the MMCC shall indemnify the members of the Command Council and the officers of the MMCC as set forth in this Rule.

1.1.   In General. Subject to the limitations on indemnification set forth in this Rule, or otherwise imposed by applicable law, the MMCC shall indemnify, to the fullest extent permitted by applicable law, now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was an officer of the MMCC, or is or was an officer of the MMCC serving at the request of the MMCC as a director, trustee, or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the MMCC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, the MMCC shall be required to indemnify an officer in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Command Council. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the MMCC, and, with respect to any criminal action or proceeding, had reasonable

1.2.   No Indemnification Where Found Liable. Subject to the limitations on indemnification set forth in this Rule, or otherwise imposed by applicable law, the MMCC shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the MMCC to procure a judgment in its favor by reason of the fact that he or she is or was an officer of the MMCC, or is or was an officer of the MMCC serving at the request of the MMCC as a director, trustee, or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually reasonably incurred by him or her in connection with the defense or settlement or such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the MMCC; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the MMCC unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

1.3.   Determination by Command Council. Any indemnification under this Rule (unless ordered by a court) shall be made by the MMCC only as authorized in the specific case upon a determination that indemnification of officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Rule. Such determination shall be made (i) by the Command Council by a majority vote of such officers who were not parties to such action, suit or proceeding (even if such majority vote constitutes less than a quorum), or (ii) if the majority vote of such officers so directs (even if such majority vote constitutes less than a quorum), upon receipt from independent legal counsel of a written opinion that such indemnification is reasonable, or (iii) by the members of the MMCC by resolution of the Regional Conclave. To the extent however, that an officer of the MMCC has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

1.4.   Good Faith Defined. For purpose of any determination under this Rule, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the MMCC, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the MMCC or another enterprise, or on information supplied to him or her by the officers of the MMCC or another enterprise in the course of their duties, or on the advice of legal counsel for the MMCC or another enterprise or on information or records given or reports made to the MMCC or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the MMCC or another enterprise. The term “another enterprise” as used in this Rule shall mean any corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the MMCC as a director or officer. The provisions of this Rule shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Rule, except however, that a resolution of the Command Council shall be conclusive of whether or not such person acted in a manner which is or was opposed to the best interests of the MMCC.

1.5.   Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by the officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the MMCC in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the MMCC as authorized in this Rule.

1.6.   Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Rule shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under agreement, contract, vote of members, or the Command Council or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the MMCC that indemnification of the persons specified in this Rule shall be made to the fullest extent permitted by law. The provisions of this Rule shall not be deemed to preclude the indemnification of any person who is not specified in this Rule but whom the MMCC has the power or obligation to indemnify.

1.7.   Certain Definitions. For purposes of this Rule, references to “the MMCC” shall include, in addition to the incorporated association domiciled in the State of North Carolina which is generally the MMCC, any resulting corporation or successor unincorporated association wherever incorporated or domiciled, any constituent entity thereof (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent entity, or is or was a director or officer of such constituent entity serving at the request of such constituent entity serving at the request of such constituent entity as a director or officer of a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Rule with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Rule, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the MMCC” shall include any service as a director or officer of the MMCC which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the MMCC” as referred to in this Rule. For the purposes of this Rule, an “officer” of the MMCC, including without limitation an “executive officer” or “director” of the MMCC, shall include, by way of example but without limitation, all advisers, commissioners or other volunteer positions appointed from time-to-time by the Command Council, including those full-time employees of the MMCC described as “directors” or “managers” in their job title. “Executive officers” and “directors” shall each include by way of example but without limitation, the elected officers of the MMCC incumbent in the offices of the Command Council.

1.8.   Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Rule shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

1.9.   Limitation on Indemnification. Notwithstanding anything contained in this Rule to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by the applicable provisions of this Rule and generally by the Rules with respect to Disputes), the MMCC shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Command Council of the MMCC. Without limiting the generality of the foregoing, any indemnification under this Rule shall be subordinate to the policies of insurance applicable to the defense of any acts or omissions giving rise to any claim resulting in possible indemnification under this Rule.