RULE 13 – Indemnification¶

The State Committee of the Republican Party of Florida (the “committee”) may, upon the affirmative vote of the majority of the Executive Board, to the extent legally permissible, indemnify each person serving or who has served as a member of the Committee or of the Executive Board against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by him or her, in connection with the defense or disposition of any action, suit, or other proceeding, whether civil, criminal, administrative, or investigative, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a member or by reason of his or her serving or having served the Committee in any capacity referred to in the next paragraph.
“County Executive Committees Each County Executive Committee of the Republican Party of Florida may provide indemnification to the same extent and on the same terms as is provided by the State Executive Committee of the Republican Party of Florida to its members, pursuant to paragraph A above.”
That indemnification of other persons serving or who have served as officers, employees, or other agents of the Committee, or, at its request, as members, directors, trustees, officers, employees, fiduciaries, or other agents of a corporation, trust, or other organization in which the Committee has an interest may be provided by the Committee whenever and to the extent authorized by a disinterested majority of the members of the Executive Board. Any such indemnification may include payment of the Committee of expenses incurred in defending any such action, suit, or other proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to employ counsel satisfactory to the Committee and to repay such payment if it shall ultimately be determined that he or she is not entitled to indemnification under this rule.
Further, that notwithstanding the foregoing provisions of this Rule, no indemnification shall be provided for any person with respect to any matter: (a) as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Committee; or (b) disposed of by a compromise payment, pursuant to consent decree or otherwise, unless he or she shall have been determined to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Committee, such determination to be made by a disinterested two-thirds (2/3) majority of all members of the Executive Board.
Further that the Committee may purchase and maintain insurance on behalf of any person who is or was a member of the Committee, a member of the Executive Board or an officer, employee, or other agent of the Committee, or who is or was serving at the request of the Committee as a member, director, trustee, officer, employee, fiduciary, or other agent of the corporation, trust, or other organization in which the committee has an interest, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Committee would have the power to indemnify him or her against such liability.
This rule shall not limit any right of indemnification existing independently of this rule.
Definition: As used in this rule, the terms “member”, “director”, “trustee”, “officer”, “employee”, and “agent” shall include their respective heirs, executors, and administrators, and a “disinterested” person is one against whom the proceedings in question, or another proceeding of the same or similar grounds, are not then and had not been pending or threatened.