September 9, 2018

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Attendees: Kathryn Warren, President; Christine Kulstad, Vice President; Michelle Touchet, Secretary; Carol Rybarski, Social Chair; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep; Kenda North, Past President; Ellie Hajek, Membership Chair

Guest: Chad West, City Planning Commissioner

  1. Chad West
    1. Red brick apartment complex, Virginia Manor, has been sold
      1. Interested in apartment development and/or townhomes
      1. Find out residential proximity slope?
      1. Primary ingress street? Ft. Worth Ave?
      1. Plymouth thoroughfare plans (Griggs got bond money for streets)
      1. Townhomes in front of Khan Elementary
      1. Methodist Health and Wellness Center (AKA Fulsome Fitness Ctr)
        1. Tripling the size
        1. Olympic size pool
        1. Open to outside membership
        1. Pecan grove
  2. Treasurer’s Report, Warren (for Senour)
    1. 2 new members
    1. $60 donation
  3. Social Chair Report, Rybarski
    1. First Friday-October 5 @ Susan and Dennis Vrana
    1. New Member Brunch
      1. October 14, 2018 @ Cheryl Fredberg
      1. 24 attendees (at the most)
      1. To invite past SPENA board presidents
    1. Halloween
      1. Lindsey & Forest Patterson are taking on this project
        1. Kenda to send draft of Halloween email [Service/participation]
  4. Membership Report, Warren
    1. Many homes for sale that aren’t selling
  5. Heritage Oak Cliff, Somers-Clark & Hajek
    1. Home Tour October 20-21, noon – 6:00 pm (9 homes)
    1. Call for nominations for
      1. Ruth Chenoweth Award (suggestions: Friends of Oak Cliff Parks; Oak Cliff Society for Fine Arts/Turner House; Chicago Title house across from Sunset HS; GreenSpace)
      1. Neighborhood Champion Award (suggestion: Rachel Stone)
  6. GreenSpace Report, Freydberg
    1. Golf tournament: October 8, 2018
    1. Improved website-easy to donate
    1. SPENA website now has a link to the golf tournament
  7. SPENA Survey created to be sent out via Constant Contact (results will be on the next meeting’s agenda)
  8. Nominating committee needs? If you are NOT interested in running for your current position, please notify Kathryn to determine a need for nominations.

The next meeting will be held at the home of the Kulstads (2000 Mayflower) on October 9 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

August 14, 2018

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Attendees: Kathryn Warren, President; Eric Kulstad, Vice Presidents; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Carol Rybarski, Social Chair; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Rep; Kenda North, Past President; Ellie Hajek, Membership Chair

  1. Treasurer’s Report, Senour
    1. Cash on hand: just under $6k
    2. We’re eating into savings and waiting for grants to come in
      1. Block party ($500)
      2. sidewalk
    3. 4 checks for sidewalks have cleared, missing one check
    4. Dues increase to $50
  2. Membership Report, Senour/Hajek
    1. Total: 74 members
    2. Directory/Constant Contact data merge
      1. Ask Sloan to “clean” up the duplicates
      2. How do we deal with deletions?
        1. Neighbors can unsubscribe
        2. Kenda (or other) can delete neighbors who have died
      3. New Neighbors-9 in 2018 so far
      4. New Membership Brunch
        1. Date: October 14, 2018, 11:00 – 1:00 pm
        2. Location: Cheryl Aukeman Freydberg’s Home, 1915 W Colorado
  • Kenda to print invitations
  1. Cheryl will reach out for donations closer to the event
  • Social Chair Report, Rybarski
    1. Next First Friday
      1. September 7, 2018
      2. Michelle & Kassie’s, 1909 Old Orchard Dr
      1. Questionnaire (Warren & Kulstad)
        1. How have you participated in SPENA events?
        2. What else would you like for us to do?
      2. Provide “invoice” to serve as a paper reminder to join SPENA (Senour)
        1. Combine with membership party invitation
        2. Different card stock and/or shape than invitation
      3. Signs in yards of those who are having sidewalks repaired (Hajek)
    3. GreenSpace Report, Freydberg
      1. East Kessler Island-Combs Creek Trail, art piece installed
      2. Golf tournament: October 8, 2018
      3. Improved website
    4. Heritage Oak Cliff, Somers-Clark
      1. Home Tour Reveal at Bishop Arts Theater, September 10, 6:30
      2. Home Tour October 20-21, noon – 6:00 pm

The next meeting will be held at the home of Carol Rybarski (1935 Colorado) on September 11 @ 7:00 pm.

Respectfully submitted, Michelle Touchet.

June 20, 2018

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June 20, 2018

Attendees: Kathryn Warren, President; Alisha Senour, Treasurer; Ellie Hajek, Membership; Carole Somers-Clark, Heritage Oak Cliff Representative; Carol Rybarski, New Neighbor Baskets, Social char; Christine Kulstad Vice-President; June 20, 2018

1. Treasurer’s Report
a. $7819.34- cash on hand, expenses went up since the last report because of the block party. Next year, grant for $500 from HOC will help defray costs.
b. Increase in homeowners who have paid dues (up to 71)
c. Will spend $618 on sidewalks
d. Only other large expense this year is about $1000 for Halloween
e. Should end up neutral at the end of the year (no net change in amount in savings)
f. Plan to raise dues to $50 next year
2. Social-
a. Need to set date for new neighbor’s brunch (only 1 new neighbor so far)
b. Discussed designing a SurveyMonkey for what SPENA can offer, what its purpose is, how much do enighbors participate
i. Kathryn and Christine to work on this
c. Possible History of Stevens Park Estate event- Coombs Creek guy (Barnes), Jack with Siberian Husky as knowledgeable neighbors
d. Welcome Basket will go to renters in house on 1933 Mayflower
3. Heritage Oak Cliff
a. Grants awarded to SPENA for neighborhood block party next year (will reimburse 60% of costs up to $500, save receipts) and for sidewalk repair.
b. Fall Home Tour on 10/20- 10/21
4. Next meeting on 7/10, Carole Somers-Clark’s house

April 10, 2018

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Attendees: Kathryn Warren, President; Eric and Christine Kulstad, Co-Vice Presidents; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Carol Rybarski, Social Chair; Bryon Adinoff, Greenspace Co-Rep; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep; Cheryl Freydberg, Greenspace Co-Rep; Kenda North, Past President

  1. Treasurer’s Report, Senour
    1. $8658.98 in cash
    2. Availability of a square? Will ask Michelle S.
    3. Reworked budget with new numbers
      1. Member fees are covering social expenses
      2. Other fees cut into savings
  • Need another fundraising mechanism in order to continue spending at current rate
  1. Where did current savings come from?
    1. It’s always been there? Hard to fund raise if we have so much in savings.
    2. We can do the Sidewalk project this time but won’t be able to in two years without fundraising.
  2. Thoughts about pressing neighbors to become members?
  3. Kathryn to write a nudging message for Constant Contact. Also, comment on what percentage of each street has joined.
  1. New Events signs will be printed and distributed to a new group of sign posters
  2. Flip Cause-we probably don’t have enough transactions to warrant
  1. Membership Report, Warren
    1. Welcome basket for 1905 Old Orchard, Allison and Jeff
  • Social Chair Report, Rybarski
    1. 15 Houses participating in the SPENA yard sale, April 14, 8-noon
      1. Signs for yards and neighborhood
      2. Donuts for participating homes
    2. Block Party
      1. $5/meal from The Hamburger Man-SPENA will cover the $6
        1. (Lockhart may be a source in the future)
      2. May 5, noon-4:00
  • Bounce house, tables, chairs, face painting, piñata, fire truck
  1. Good chance to have folks pay membership dues
  2. Square and Wine from Michelle S. (Senour will be absent)
  1. Beautification project—trash pickup, May 19
    1. Kathryn to sign up us for this
  2. HOC Report, Somers-Clark
    1. Davis Street Corridor Zoning
      1. Created a “look” of separate buildings
      2. Lucia-Xtra
  • Need to make our opinion known regarding 1:3 v 1:1 and 5 story buildings
  1. Keep and eye out for the email announcing the next Zoning meeting (possibly from Scott Griggs)
  1. Sidewalks: $619 is the SPENA cost
    1. 5 houses have taken advantage of this opportunity
  2. Other possibilities for grants
    1. Put in a water system in the triangle across from Annie Stevens
    2. Support another school project
  3. Greenspace Report, Adinoff & Freydberg
    1. Momentum: City Program to pay for irrigation for a green space we take “official” responsibility for (sponsor)
      1. Need to fill out application, notarize
      2. Check with John to find out what his thoughts are since he’s the one who has been doing the watering and landscaping. Carole S-C will contact him.
    2. Propose a sidewalk situated on N Oak Cliff Blvd adjacent to golf course, stop before the residences, west side of the street
      1. Scott Griggs said there was still some bond money available to pay for this
      2. In the meantime, they will put small bumps on the road delineating a pedestrian area on the street
    3. East Kessler Island-Combs Creek Trail as the location of the art piece
      1. Neighborhood-friendly
    4. Annual General Meeting, Warren
      1. May 10 at the Stevens Park Golf Course, 6:30-8:30 pm
      2. Location: On the porch, tend to audibility (HOC has a great portable mic)
      3. Purpose: speakers and advertise SPENA as a group and what we’re doing
      4. Possible Speakers: Scott Griggs, HOC, Turner House, Greenspace, NOCCUP

The next meeting will be held at the home of Eric and Christine Kulstad on June 19 @ 7:00 pm. There will not be a meeting in May.

Respectfully submitted, Michelle Touchet

March 6, 2018

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Attendees: Kathryn Warren, President; Eric Kulstad, Co-Vice President; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Ellie Hajek, Membership; Carol Rybarski, Social Chair; Bryon Adinoff, Greenspace Co-Rep; Carole Somers-Clark, Heritage Oak Cliff (HOC) Rep

  1. Treasurer’s Report, Senour
    1. $8350 in cash
    2. Will upload spreadsheet data onto Constant Contact (contact mgmt. sys)
    3. Hard copy vs link to online spreadsheet on website
      1. Sell ads
      2. Concern about children’s info being online
  • Would need to put it behind a “wall”
  1. Many like having a hard copy
  1. Send acknowledgement letter/thank you letter for donations above the $40 dues
    1. Mary & Steve Calvos (Kathryn to send an email)
  2. Budget Question: can we cover 40% of sidewalk cost for families for whom the cost is prohibitive
    1. How much can we spend?
  3. Senour needs to know what the budgets are for different SPENA events (Halloween, block party, etc)
    1. Get reimbursable ‘budget’ estimates to Senour as soon as possible
    2. Senour to put together a SPENA report for the next meeting
  • How much reserve do we want SPENA to maintain
  1. Membership Report, Hajek
    1. Home sales slowed down in Jan and Feb
    2. One house needs a basket, but owner hasn’t moved in yet
  • Social Chair Report, Rybarski
    1. Calendar sent out a few weeks ago
    2. All First Friday hosts, except November, are assigned
    3. Garnish Kitchen was a successful First Friday
    4. Garnish Kitchen cooking class
      1. 10/14 signed up
      2. need 4 more by April 19
  • $85/person
  1. Garage Sale-April 14
    1. Add link for permit (free)
    2. Call Mary Alice
  • Focus on online advertising
  1. Draft out to board by end of next week
  1. Block Party (Cheryl scaffolding Carol through process)
    1. Face painter booked, 2-4
    2. Lucky Pierre’s booked
  • Estimate: 11:30 am ish – 4 ish
  1. Consider: bounce house, City on the Move (311), fire truck, mowing
  1. Easter Egg Hunt
    1. Co-Host with W Kessler, needs to confirm this
  2. New SPENA Neighborhood Signs -Discussion, Warren
    1. 15 signs for $262.80
    2. Kenda and Cheryl think we need more signs
      1. Current signs looking worn
      2. Want signs to match new logo
  • Will wait until we get Senour’s budget and estimate for sidewalk costs prior to committing to buy new signs
  1. HOC Report, Somers-Clark
    1. Sidewalk Project
      1. First come first serve
      2. 15 houses on the “red” list; 11 ‘good’ email addresses; 2 replied yes (as of 3/6)
  • Don’t know how many we can serve until we hear from The City (up to 5?)
  1. Tabling the Twelve Hills water fountain project until next year
  1. GreenSpace Report, Adinoff
    1. $3500 limit for art piece
    2. Call for proposal of art piece has gone out, Deadline April 1
    3. Griggs thought the project can go under ‘beautification’
    4. If SPENA landscapes an island, the art can become part of the beautification
  • Annual General Meeting, Warren
    1. May 10 at the Stevens Park Golf Course, 6:30-8:30 pm
    2. Location: On the porch, tend to audibility (HOC has a great portable mic)
    3. Suggest itinerary items (3 speakers max)
      1. Greenspace (Bryon)
      2. Scott Griggs (Kathryn)
  • Audry Pinkerton (Michelle T.)
  1. Dallas Police Chief

The next meeting will be held at the home of Michelle Touchet, 1909 Old Orchard: April 10, 7:00 pm.

Respectfully submitted, Michelle Touchet

February 13, 2018

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Attendees: Kathryn Warren, President; Kenda North, Past President, Constant Contact Rep; Christine Kulstad, Co-Vice President; Alisha Senour, Treasurer; Michelle Touchet, Secretary; Ellie Hajek, Membership; Carol Rybarski, Social Chair; Cheryl Freydberg, Greenspace Co-Rep; Bryon Adinoff, Greenspace Co-Rep; Carole Somers-Clark, Heritage Oak Cliff Rep

  1. Financials, Senour
    1. 47 households paid to date
    2. Financial details in report
    3. Signatories on bank account: Michelle Stellmaker & Alisha Senour
    4. Paypal: still under Michelle Stellmaker’s profile
      1. Alisha to send in required documentation to update Paypal Contact Information
      2. Can Paypal be under the name of an organization?
  • Kathryn Warren moved to change the Contact Name to Alisha Senour. Seconded by Carole Somers-Clark. Voted FOR unanimously.
  1. Membership, Hajek
    1. New member info goes to Kathryn, Ellie, Carol, Alisha and Kenda
    2. “big spreadsheet” to be tracked by Alisha
    3. Not too many home sales recently
  • Social, Rybarski
    1. First Friday-need someone to take on March, Garnish Kitchen a possibility? Plan B: Cheese & Chutney?
    2. Cooking class, Garnish Kitchen (GK) on Davis
    3. Yard Sale, April 14 (minimum 10 houses participating, encourage partnering/clustering with a neighbor)
      1. Mary Alice Ayers and Michelle Touchet to coordinate
      2. Send Kenda text for CC regarding garage sale
    4. Block Party- Determine Lucky Pierre’s availability prior to setting the date
      1. Possible dates: May 5 or June 2?
      2. Lockhart or Hamburger Man to cater
    5. Easter Egg Hunt
      1. 9:00 am start
      2. Possible collaboration with West Kessler again
    6. New neighborhood event signs with updated SPENA logo?
      1. Kenda to get some bids (MetPress non-profit printer)
      2. New sign meisters: Christine (N Oak Cliff), Jason (Marydale), Kenda (Mayflower/Old Orchard)
    7. Heritage Oak Cliff (HOC), Somers-Clark
      1. GRANT IDEA: Sidewalk Project
        1. need to complete a sidewalk survey
        2. Carole, Carol, Christine, and Kathryn to walk this weekend, weather permitting
      2. Upcoming Meet & Greet with neighborhood leaders (flyer available)
      3. Spring Symposium-grant workshop
      4. Stevens Park Elementary project completed (invoice to be turned in to Alisha)
        1. Kathryn moved to approve and cover $77 budget overage for project. Seconded by Christine. Voted FOR unanimously.
      5. GRANT IDEA: water fountain for Twelve Hills Nature Center
        1. Possible collaborators: Kings Hwy, Kessler Neighbors United, West Kessler (maybe Rosemont, St. Cecilia, Winnetka Heights)
        2. Michelle Touchet to investigate neighborhood and Twelve Hills interest
  • Kathryn to attend HOC Meet and Greet to investigate neighborhood interest
  1. Home Tour suggestions? Looking for variety of homes
  1. Conservation District Amendment Committee, North & Somers-Clark
    1. Upcoming meeting on February 22 at Turner House
      1. Highly recommend ALL to attend
      2. Second meeting a possibility
  • Issue of Lot Size has been removed from the conversation
  1. No second vote—It will be determined as a result of the conversation between residents with the City as per ordinances (City Ordinance Committee, City Planning Commission, City Council)
  1. GreenSpace, Adinoff & Freydberg
    1. Looking for a sculpture to install, which island?
    2. GS Board approved funding
    3. GS Board Interest in increasing spending from $2500-$15,000
  • Annual General Meeting, Warren
    1. Proposed agenda items/speakers: Greenspace speaker, Lupe Valdez, Rafael Anchia
    2. Date: May 10? 17? To check with mgr at golf course regarding availability
    3. Location: Turner House vs. Golf Course? Chose golf course because it’s closer


The next meeting will be held at the home of: Carol Rybarski on Colorado, March 6, 7:00 pm.

Respectfully submitted, Michelle Touchet

January 9, 2018

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January 9, 2018



Attendees: Kathryn Warren, Acting President Kenda North, Past President, Communications; Bryon Adinoff, Greenspace Representative; Michelle Stellmaker, Treasurer and Acting Secretary; Ellie Hajek, Membership; Carole Somers-Clark, Heritage Oak Cliff Representative; Carol Rybarski, New Neighbor Baskets; Christine Kulstad; Michelle Touchet, Minutes



  1. Membership party
    1. Date: January 20
    2. Disseminate invitations (in person in mailboxes)
      1. Michelle-North Colorado
      2. Carol-South Colorado
  • Michelle-Old Orchard
  1. Bryon-Marydale
  2. Ellie-Marydale
  3. Kathryn-Mayflower
  • Christine-N Oak Cliff
  • Carole-Plymouth
  1. Food & Drink
    1. Social chair solicits from neighborhood businesses
    2. Invite asks for dessert/appetizer
  2. Membership Table (takes money/slides cards)
  3. 9:00 ish Kathryn to announce new incoming board members
    1. Kathryn-President
    2. Christine & Erik Kulstad–Co-VP
  • Treasurer-Michelle Stellmaker is outgoing and incoming will be Alisha Senour
    1. Paypal account
    2. Post office box
    3. 990 form-annual tax form
    4. be on the bank account and as acting secretary
  1. Carol Rybarski- Social Committee
  2. Social-Carol taking over for Cheryl (will support Carol as needed until we get a co-chair)
    1. Kathryn has a neighbor that is potentially the co-chair
    2. Block Party is the most high maintenance
  3. Board Position Elections
    1. Kenda North to send out email with “ballot” for new board members (no response = agreement/yes vote)
    2. Bryon will be leaving in June 2018
    3. Nominated Cheryl Freydberg to take his place as Greenspace liaision/contact
      1. Short written statement may be incorporated in minutes if board meeting attendance not possible
    4. New Board Meeting Time and Day
      1. Move to Second Tuesday of the month (from the third Tuesday)
      2. Discussed and agreed to this move
    5. Kathryn asked about attorney to talk to regarding insurance, Ellie to follow up with her with a name
    6. Treasurer’s Report-no report
      1. Paypal account
      2. Ellie has invoices for the Steven’s Park Elementary outdoor project with get them to Michelle Stellamaker prior to January 20, 2018.
    7. Kenda North mentioned we need to work on full disclosure with our neighbors to keep an open communication. Constant Contact and good faith should take care of this. Discussed putting more events in Constant Contact.
    8. Change membership notification to only go to Membership and President
    9. Change form to have new vs renewal of membership
    10. Greenspace Report-Golf Tournament; Art piece to be in medians, specifics to given after next meeting; piece on Kessler Pkwy to be given landscaping; $35,000 fancy clock at the golf course.
    11. Heritage Oak Cliff (Carole)-thank you notes from SP Elem event; medallion to be placed on site; Need to get pictures from this event for the SPENA FB; will scan thank you notes in to FB; January 24 @ Turner House “Oak Cliff Live” The History of Coombs Creek (jpeg of flier to Kenda for Constant Contact); to Host a gathering of Presidents and VPs from Heritage neighborhood associations (TBD)

November 14, 2017

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Location: Michelle Touchet’s House, 1909 Old Orchard Dr

Attendees: Kathryn Warren, President; Bryon Adinoff, Greenspace Representative; Carole Somers-Clark, Co-OOCCL Rep; Michelle Touchet, Secretary; Michelle Stellmaker, Treasurer; Ellie Hajek, Co-OOCCL Rep; Eric & Christine, members

  1. Financials
    1. Currently 77 members
    2. Halloween paid for
  2. Social
    1. December First Friday @ Cheryl Freydberg’s, December 1
    2. Membership Party @ Carol Rybarski’s, January 27, 2018
    3. Welcome Basket Needed-Jayson Montoya
    4. Halloween needs a new representative for 2018
      1. Bryon retiring from the position
      2. Primary job is to be contact person with DPS
  • Old Oak Cliff Conservation League (OOCCL)
    1. Home Tour VERY successful- Hope to give it to the Neighborhood Association in form of grants (in coordination with other groups)
    2. Heritage Oak Cliff grant project-Outdoor classroom at Stevens Park Elementary-Completed
  1. Conservation District Amendment Committee
    1. SPENA Board voted to continue to be a neutral source of information about the process but not to take a position on the effort.
    2. Will provide ongoing information/updates
  2. Future SPENA Board
    1. VP-needed
    2. Treasurer-lead
    3. Secretary-lead


The next meeting will be held Location: TBD, Date/Time: TBD February.

Respectfully submitted, Michelle Touchet

September 19, 2017

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Stevens Park Estates Neighborhood Association Board Meeting Minutes

19 September 2017


In attendance: Kathryn Warren, Cheryl Freydberg, Ellie Hajek, Carole Somers-Clark


  1. Social
    1. New neighbor brunch is on for October 15, 11-1, at Michelle & Craig’s home. Invitations will be going out soon (courtesy of Kenda and Ellie), and food is covered.
    2. Still no hosts for the November 3 First Friday; we will hold it at Neighborhood Cellar in the event that no one steps up.
    3. Plans for Halloween are underway
  2. Financials
    1. We will make a $500 donation to Greenspace to be given at the golf tournament on October 9
    2. Membership seems to be on an uptick, judging from people joining online
  • I-30 Underpass beautification project
  1. Kate and Gray Bouchillon, of Kessler Woods, visited us to present their idea for a beautification project. It involves getting proposals from artists to paint the pillars under the I-30 underpass. They would like it to be a welcoming, representative, artistic gateway to West Dallas and Oak Cliff. They want input from the neighborhood organizations and to keep the funding private. We would like to support the project monetarily, which will involve matching donations from anonymous donors they’ve lined up. Total estimated budget: $8-12,000.
  2. Bylaws: we revisited the indemnification clause (see below) and voted to keep it in the bylaws.
  3. Future of the SPENA board: In order to make sure we have a robust board, we decided to approach two people apiece about joining the board.



Item 1 – Indemnification

Each director, officer, former director, and former officer of SPENA (an “Indemnittee”) shall be fully indemnified, to the extent allowed by law, by SPENA against liabilities imposed upon Indemnittee and expenses and costs (including attorneys’ fees and court costs) actually and necessarily incurred by Indemnittee in connection with (a) any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, (b) any appeal in such action, suit, or proceeding, and (c) any inquiry or investigation that could lead to such an action, suit, or proceeding (collectively, an “Action”) to which Indemnittee is, was, or is threatened to be made a named defendant or respondent in an Action or a party be reason of Indemnittee being, or having been, such director, officer, former director, or former officer if it is determined, in accordance with the method set forth in the Texas Non-Profit Corporation Act (the “Act”), that the Indemnittee has met the standard set forth in Section XII, Item 2. Notwithstanding the previous sentence to the contrary, no indemnification shall be allowed in cases where (a) the Indemnittee was found liable on the basis that personal benefits were improperly received, or (b) the Indemnittee was found liable to SPENA.

Item 2 – Standard

The indemnification provided in Section XII, Item 1, is allowed only if it is determined that the Indemnittee:

  1. conducted him/herself in good faith;
  2. reasonably believed:
    • in the case of conduct in the official capacity as a director, that the conduct was in the best interests of SPENA, and
    • in all other cases, that the conduct was at least not opposed to SPENA’s best interests; and
    • in the case of any criminal proceeding, that there was no reasonable cause to believe the conduct was unlawful.

Item 3 – Payment of Expenses in Advance

Reasonable expenses incurred by an Indemnittee may be paid or reimbursed by SPENA in advance of the final disposition of such an action if SPENA receives (a) a written affirmation from the Indemnittee that the standard of conduct set forth in Section XII, Item 2, has been met and (b) a written undertaking by Indemnittee to repay such amount if it is ultimately determined that those requirements were not met or that the indemnification of the Indemnittee against such expense is prohibited by law.

Item 4 – Insurance

  1. SPENA shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent, or similar functionary of another corporation, partnership, joint venture, trust, employee beneficiary plan or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether the corporation would have the power to indemnify him/her against such liability under the provisions of these Bylaws;
  2. In addition to the powers described in Section XII, Item 4, (a) SPENA may purchase, maintain, or enter into other arrangements on behalf of any person who is or was a director, officer, or trustee of SPENA against any liability asserted against him/her and incurred by him/her in such capacity or arising out of his/her status as such a person, whether or not SPENA would have the power to indemnify him/her against that liability under these Bylaws. If the other arrangement is with a person or entity that is not regularly engaged in the business of providing insurance coverage, the arrangement may provide for payment of a liability with respect to which SPENA would not have the power to indemnify a person only if coverage for the liability has been approved by SPENA’s members; without limiting the power of SPENA to procure or maintain any kind of other arrangement, SPENA for the benefit of persons described in this Section may:
  • create a trust fund;
  • establish any form of self-insurance;
  • secure its indemnity obligation by grant of a security interest or other lien on the assets of SPENA; or
  • establish a letter of credit, guaranty, or surety arrangement.
  1. The insurance may be procured or maintained with an insurer, or the other arrangement may be procured, maintained, or established within SPENA or with any insurer or other person considered appropriate by the Board of Directors, regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by SPENA. In the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the indemnity of the insurer or other person participating in an arrangement is conclusive, and the insurance or arrangement is not voidable and does not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement.

Item 5 – Severability

If any part or portion of this Section XII shall be judicially determined to be invalid or unenforceable, such determination shall not in any way affect the remaining portions of this Section, but the same shall be divisible, and the remainder shall continue in full force and effect. It is SPENA’s intent to provide those persons entitled to indemnification to the fullest extent allowed by law. To the extent that these Bylaws conflict with the Act, the Act shall control.