Ellis Water By-Law Change
January 19, 2021
A change to the By-Laws of the Ellis Water Company, Inc. will be discussed and voted on at the regularly scheduled board meeting on February 9th, 2021 at 1900 hours in the office located at 3030 State Road 59, Linton, Indiana.
An addition will be added to ARTICLE IV with language that will include some indemnification protection for board members and employees. That will read:
Section 8. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, legal counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
In addition, the corporation shall secure officers and directors liability insurance coverage to protect the Board of Directors against any liability that may be adjudged against them while acting within their scope as a director or officer of the corporation. The corporation shall also pay any and all deductible amounts for said insurance coverage.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Article XI of the By-Laws will be removed. This is language that is not needed any longer because Ellis Water does not have any outstanding debt with the Farmer's Home Administration. Below is the section that will be removed:
For so long as the corporation is indebted for a loan or loans made to them for the United States of America through the Farmer's Home Administration, the bylaws shall not be altered, amended or repealed without the prior consent of the State Director of the Farmer' s Home Administration for the State of Indiana.
Any member of Ellis Water who would like to add to the discussion on these changes is invited to attend the meeting. We do ask that if you plan on coming to the meeting you call and let us know at 812-847-9898. We are currently limited as to the size of gathering we can have due to the COVID-19 guidelines from the State of Indiana.