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[802SEC] Indemnification policy documentation

Dear EC members,
Attached below is the IEEE indemnification documentation that Eileen will be using as the basis for our conversation with her this morning.
------ Original Message ------
From: "Yvette Ho Sang" <>
To: "Eileen Lach" <>
Cc: "Paul Nikolich" <>; "Konstantinos Karachalios" <>
Sent: 11/4/2014 11:37:41 AM
Subject: Re: Thursday 11:30am ET telecon confirmed

The IEEE Bylaw I-300.3 can be accessed at 

The text reads:

Indemnification. To the extent permitted by law, IEEE shall 
indemnify (i) each Director, Officer, former Director and 
former Officer of IEEE, (ii) each person who serves as a 
duly authorized volunteer or employee of a duly authorized 
IEEE activity, (iii) each person who shall have served at the 
request of IEEE as a Director or Officer of another 
organization, and (iv) each person who serves on those 
committees responsible for IEEE employee benefit plans, 
against judgments, fines, amounts paid in settlement and 
reasonable expenses, including without limitation attorney’s 
fees and expenses, actually and necessarily incurred by 
such person in connection with the defense of any action, 
suit, or proceeding to which such person is made or 
threatened to be made a party by virtue of such service; 
provided (i) that such service is found by the Board of 
Directors to have been duly authorized and is not found by 
the Board of Directors to have been taken in bad faith or in 
a manner inconsistent with the purposes or objectives of 
IEEE as expressed in Bylaws, IEEE Policies, or resolutions 
duly adopted by the Board of Directors or in policies and 
procedures duly adopted by an IEEE organizational unit 
which are applicable to the activity at issue, (ii) the person 
to be indemnified has otherwise met the standards of 
conduct set forth in Section 722 or established by Section 
721 of the New York Not-For-Profit Corporation Law, and 
(iii) that such indemnification is not otherwise prohibited by 
law. The foregoing right of indemnification shall not be 
exclusive of other rights to which such person may be 

The IEEE-SA brochure on indemnification can be found at 



Yvette  Ho Sang, MBA, ARM
Senior Manager, Risk Mgmt & Licensing
IEEE Standards Association
445 Hoes Lane
Piscataway, NJ 08854
Tel: +1 732 562 3814
Fax: +1 732 562 1571
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