Article I: Name
Outer Rim Collective Costume Club (aka “Outer Rim Collective”, “ORC“, and “ORCCC”)
The Outer Rim Collective Costume Club is an world-wide STAR WARS™ costuming organization dedicated to charity fundraising and community outreach by means of creation and wearing of custom and canon screen-ready STAR WARS™ character costumes that represent thescum and villainy present in the Outer Rim Territories and such establishments as Maz Kanata's Bar/Charmun's Cantina/Jabba's Palace from the STAR WARS™ sagas.
The ORCCC looks to align individuals with a common love for STAR WARS™ and the Outer Rim characters/denizens, all the while GPRmoting charity, community outreach and volunteerism among their peers. We encourage our members to embrace their own personal growth and enjoyment, all the while bettering their community.
The ORCCC recognizes that the members of the ORCCC 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 ORCCC. While representing the ORCCC, members agree to do so courteously, professionally, and responsibly at all time.
The ORCCC is an inclusive, equal-opportunity, non-discriminatory organization. Official membership is open to individuals 18 years of age or older, after their costume application has been approved by the Approval Team.
Upon admission, a new official member will be assigned a unique number in the ORCCC membership 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 ORCCC.
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to grant, deny, revoke, or suspend membership is reserved by and under the sole authority of the KingPin and may not be superseded by any rules of any ORCCC subdivision or unit.
The ORCCC 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 ORCCC Guild.
The ORCCC is a worldwide organization divided into Cantinas, Cartels, and Gangs. The ORCCC Guild consists of the KingPin (Chief Officer), Capo (Executive Officer), and Guild Board positions that coordinate the organization. The ORCCC recognizes that most activities will be on the local level. For this reason, the ORCCC is divided into subdivisions based on geographical boundaries. The list and boundaries of Cantinas, Cartels & Gangs are maintained by the ORCCC Guild Administration Officer.
The Guild’s responsibility 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 ORCCC in general meeting.
The Guild must keep accurate minutes of meetings.
Checks and other negotiable instruments must be signed by the KingPin or Treasurer.
The Territory Command Council (TCC) is a body made up of the elected representatives from each Cantina. This group is moderated by the KingPin. ORCCC members may bring issues of contention or concern before the Territory Command Council, through any other member of the TCC (which includes the Guild). The Cantina TCC serves as an advisory and administrative board to the Guild.
The KingPin is the top administrator, figurehead, and executive director of the ORCCC organization. The KingPin appoints an Capo (Vice President), Guild Positions & Advisors, has ultimate approval and veto power of organizational-wide policy changes, maintains a seat on all ORCCC committees of his/her choosing, and organizes partnerships with outside groups. The KingPin also aids in the administration of all ORCCC bank accounts, balance sheets, fund collection, and pays debts pertaining to the ORCCC..
The Capo helps preside over the ORCCC Guild with the KingPin, and oversees daily ORCCC operations as the “Vice President”. The Capo moderates the Guild, calls for Guild voting on new ORCCC policy or changes in ORCCC policy, and governs the ORCCC Judicial Office.
The Administrative Officer maintains all organization orders of business as secretary. The Administrative Officer maintains General and Special Assembly minutes, sets Order of Business at Assemblies, Informs ORCCC members of assemblies, manages ORCCC committees, and contacts persons/organizations in relation to the ORCCC. The Administrative Officer maintains the duties of Treasurer, and reports on organization finances during General Assemblies.
The office of the GMB oversees all ORCCC merchandise operations, including those of local units. The ORCCC ensures that all merchandise projects adhere to rules and guidelines that govern use of images, pricing, and distribution.
The office of the GPO is responsible for reviewing and processing applications for membership and maintaining the ORCCC Member Catalog. The GPO drives costume policies, including heading the Applicant Team which approves membership for new applicants and quality control of membership costume submissions. The GPO is the final arbiter of member costume issues and approvals.
The office of the TSD manages all ORCCC Web resources, administrates the ORCCC online forums, and advises unit Webmasters.
The office of the GPR serves as the ORCCC’s advocate and primary point of contact with the public and outside parties. The GPR serves as the executive editor of all ORCCC publications and multimedia productions. The office of the GPR also serves as the primary point of contact for celebrities and VIPs.
The office of the GAO administers all regional, Cartel, and Gang elections as well as maintains reporting from ORCCC units at monthly intervals. The GAO is also responsible for conducting the annual personnel audit from all Cartels and Gangs.
The Judge Advocates (GJO) is a Guild, senior officer. The office of the GJO interprets and enforces club rules. The office of the GJO 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 “Guild.”
Territory Commander (TCO):
Elected regional representative of Cantinas, Cartels, Gangs, and members within the associated region.
TCO’s are responsible for representing the units/members of their respective regions for votes on changes in organizational policy.
TCO’s are responsible for communicating to, and polling the units/members within their represented region on changes in club policy.
TCO’s are responsible for ensuring the units and members within their regional borders are functioning within the ORCCC Charter, and ORCCC Bylaws.
Collectively, the officers listed here are referred to as the “Territory Command Council”.
The Boss is elected by the Cartel membership. The Boss is the chief administrator of the Cartel and is responsible for the operations of the Cartel and the coordination of events that occur within the Cartel’s boundaries. The Boss is responsible for maintaining communications with the Territory Command Council, Guild and KingPin. The Boss also appoints the Cartel officers and staff, and administers local forum rules. The Boss is the principal representative of the Cartel membership on the Territory Command Council, and Guild, and is responsible for assigning additional required Council representatives from the Cartel.
The UnderBoss is appointed by the Boss. The UnderBoss may perform duties as assigned by the Boss, and will assume leadership of the Cartel in the absence of the Boss. The UnderBoss is also responsible for Cartel merchandise submission to the ORCCC Merchandising/Branding Department for approval before production.
The CRL Compliance Officer is appointed by the Boss. The CRL Compliance Officer is responsible for reviewing official member costume compliance, and overseeing Cartel member information. In Cartels covering large areas, two (2) CRL Compliance Officer may be appointed to ensure proper costumer compliance is met, and Cartel member information is up to date.
The GL is elected by the Gang’s membership. The GL is the chief administrator of the Gang and is responsible for the operations of the Gang and the coordination of events that occur within the Gang’s boundaries. The GL is responsible for maintaining communications with the Territory Command Council, Guild and KingPin. The GL is the principal representative of the Gang membership on the Territory Command Council, and Guild.
General command meetings will be held during the 1st and 4th quarters of the year. General command meetings are open for any Official Member of Mercs to attend, and announcement of General command meetings will be made by the ORCCC Administrative Officer no less than 30 days prior to the meeting. Notifications shall be placed on the ORCCC website and social media outlets.
The business of the General command meetings shall be to:
Confirm the minutes of the previous meeting, and any meeting held since the previous meeting.
Receive the audited accounts for the year from the ORCCC Administrative Officer.
Receive the annual report from the Kingpin.
Receive annual reports from Guild Offices.
Transact such other business received in writing by the Secretary from members  days prior to the meeting and included on the agenda.
At all general meetings, the chair will be taken by the KingPin or, in their absence, by the Judge Advocate.
Decisions made at General Assemblies shall be by a simple majority of votes from those Guild Members and Territory Commanders attending the meeting. In the event of equal votes, the KingPin shall be entitled to an additional casting vote.
Each Guild Officer is entitled to one (1) vote, and Territory Commander is entitled to one-half (1/2) vote rounded-up to the majority Regional vote during General Assemblies.
The ORCCC KingPin will maintain responsibility for all finances. All monies raised through donations or fundraisers are acknowledged as ORCCC funds and will be maintained in an ORCCC account. The Administrative Officer will act as an “Associate Treasurer” and assist the KingPin in conducting financial business. No monies associated with the ORCCC will be held in accounts outside the organization.
All ORCCC income and property, however derived, must be applied to promote its objects.
None of the organizations 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 Administrative Officer in support of the organizations accounts. Property is to be depreciated where appropriate and adequately insured.
The offices of TCO, Cartel Boss and Gang Leaders are all elected positions in the ORCCC. Guild Officers are elected by the seated Guild 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.
TCO, Cartel Boss, Gang Leaders, and Brigade Marshals serve one-year terms.
Guild Officers serve 5-year terms until retirement from, or forced removal from office via Guild vote.
At retirement or removal, the office of KingPin is elected by popular vote of the active members of the ORCCC, and confirmed by vote of the Guild.
The office of Territory Commander is elected by popular vote of the Boss and Gang Leaders of each unit within the respective region.
The offices of Cartel Boss & Gang Leader 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 UnderBoss will be under the authority of that UnderBoss until the completion of the emergency election. If both the commanding officer and the executive officer are unable to serve, the ORCCC CAO will temporarily assume nominal leadership until the completion of the emergency election. If a Gang Leader is unable to continue in their office, the ORCCC CAO will assume administrative responsibility until the Gang’s emergency election is complete. 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 ORCCC (including the ORCCC 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 KingPin 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 ORCCC CAO, and are outside the scope of this provision).
Actively campaigning for any elected role within the Outer Rim Collective 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.
A committee will be formed and supervised by the KingPin, consisting of various members of the ORCCC to oversee and manage amendments to the Charter. This committee is called the Charter Review Committee (CRC).
Amendments to the Charter may be proposed by any active ORCCC member to the CRC directly or via their Territory 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 ORCCC at its discretion.
Draft proposals will be submitted to the Guild for review. During review, the proposal may be further revised by the CRC with suggestions from the Guild. Guild 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 Guild members, the CRC will present the completed proposal to the Territory Commanders for ratification.
Territory 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 Territory Commanders to pass.
If passed, the proposal becomes an Amendment and is effective immediately upon completion of the vote.
Proposals may be submitted by ORCCC 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 Territory 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.
The ORCCC 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 ORCCC (referred to herein as “merchandise”) will be sold only to members of the ORCCC, by ORCCC and/or approved vendors. Merchandise is not to be sold to the general public unless authorized and approved by The Guild and Lucasfilm Ltd. All merchandise must meet ORCCC guidelines and approved by the ORCCC prior to production. Merchandise not abiding by these guidelines will be considered unauthorized and its sale shall be forbidden to members of the ORCCC. Producing or distributing unauthorized merchandise may be subject to disciplinary action by the ORCCC.
Any items bearing the words “Outer Rim Collective”, “Outer Rim Collective Costume Club”, “ORCCC” , the ORCCC Logo, URLs, or those of any sub-units of the ORCCC, or any other term or image that can be reasonably identified with the ORCCC or its sub-units are considered representative of the ORCCC. Proposals for such items are to be reviewed by the office of the ORCCC Merchandising/Branding Department, and approval must be granted by the ORCCC Merchandising/Branding Department prior to production.
The ORCCC does not endorse or manage the creation or sale of props, costumes, or costume parts or materials by anyone for sale to others. ORCCC will take action against private parties who attempt to defraud or scam members on the ORCCC website.
Special “Multi-group” items may be created per Merchandising/Branding Department 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.
When the ORCCC’s standards of conduct are violated, it is an unfortunate necessity to address them. While the ORCCC 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 ORCCC adheres to the following prescription for disciplinary action.
All appointed officers are expected to enforce the rules of the ORCCC in their respective jurisdictions. Any member behaving in an unacceptable manner or violating ORCCC rules or the tenets thereof is subject to disciplinary action. Disputes within any ORCCC 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 ORCCC 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 ORCCC Judge Advocate 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 ORCCC Judge Advocate or a designated representative.
All hearings are conducted on the ORCCC forum, unless otherwise directed by the Judge Advocate
No member may be removed from the ORCCC without the knowledge and approval of the KingPin.
Following the resolution of a dispute or hearing, members have the right to appeal the decision to the KingPin within 30 days. Any judgment by the KingPin following an appeal is final.
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 ORCCC and its members. Bylaws are found in the document titled procedural Contract.
Amendments, alterations, or repeal of bylaws may be proposed by official ORCCC members to the Charter Review Committee directly.
Completed proposals will be presented to the Territory Commanders for ratification.
Amendments to the bylaws require a simple majority of the Territory Commanders to pass.
If passed, the proposal is incorporated into the bylaws and is effective immediately upon completion of the vote.
The decision to dissolve the Organization shall be taken only at a general command meeting.
A 2/3 vote will be conducted between Guild Officers, and Territory Commanders. In the event of a tie, the KingPin 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 ORCCC and preferably in the locality of the ORCCC. The fair selection of the organization benefiting from the transfer of assets shall be the responsibility of the Guild.
The remedies and procedures provided in the Charter (herein known as “The Charter”) 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 ORCCC 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 Charter and/or By-laws, their performance, or the alleged breach thereof, if not disposed of by provisions set forth within The Charter 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 Kingpin, with a copy thereof to the other party. The dispute shall then be arbitrated by a single arbitrator. In the disposition of the dispute, the arbitrator shall be governed by the express terms of The Charter and By-laws and otherwise by the laws of the State of Oregon which shall govern the interpretation of The Charter and By-laws. In all such matters, only the substantive laws of the State of Oregon without regard to the conflicts of laws thereof shall apply in any proceedings involving the ORCCC. In no event shall the substantive laws of any other jurisdiction have any application in any legal proceeding involving the ORCCC. 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 Charter 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 Guild 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.
As required by The Charter and By-laws of the ORCCC, the ORCCC shall indemnify the members of the Guild and the officers of the ORCCC 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 ORCCC 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 ORCCC, or is or was an officer of the ORCCC serving at the request of the ORCCC 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 ORCCC, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful; Provided, however, the ORCCC 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 Guild. 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 ORCCC, 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 ORCCC 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 ORCCC to Procure a judgment in its favor by reason of the fact that he or she is or was an officer of the ORCCC, or is or was an officer of the ORCCC serving at the request of the ORCCC 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 ORCCC; 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 ORCCC 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 Guild. Any indemnification under this rule (unless ordered by a court) shall be made by the ORCCC 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 Guild 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 ORCCC by resolution of the Territory Command Council. To the extent however, that an officer of the ORCCC 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 ORCCC, 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 ORCCC or another enterprise, or on information supplied to him or her by the officers of the ORCCC or another enterprise in the course of their duties, or on the advice of legal counsel for the ORCCC or another enterprise or on information or records given or reports made to the ORCCC or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the ORCCC 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 ORCCC 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 Guild shall be conclusive of whether or not such person acted in a manner which is or was opposed to the best interests of the ORCCC.
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 ORCCC 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 ORCCC 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 Guild 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 ORCCC 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 ORCCC has the power or obligation to indemnify.
1.7. Certain Definitions. For purposes of this rule, references to “the ORCCC” shall include, in addition to the incorporated association domiciled in the State of Oregon which is generally the ORCCC, 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 ORCCC” shall include any service as a director or officer of the ORCCC 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 ORCCC” as referred to in this Rule. For the purposes of this Rule, an “officer” of the ORCCC, including without limitation an “executive officer” or “director” of the ORCCC, shall include, by way of example but without limitation, all advisers, commissioners or other volunteer positions appointed from time-to-time by the Guild, including those full-time employees of the ORCCC 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 ORCCC incumbent in the offices of the Guild.
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 ORCCC 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 Guild of the ORCCC. 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.