SENT VIA email [email protected]

10 downloads 209 Views 175KB Size Report
SENT VIA email [email protected]. May4, 2015. Dr. Eric J. Barron. Office of the President. The Pennsylvania State University.
SENT VIA email [email protected] May4, 2015 Dr. Eric J. Barron Office of the President The Pennsylvania State University 201 OldMain University Park, P A 16802 Dear President Barron: We, the undersigned Alumni-Elected Trustees (the "Alumni Trustees") of The Pennsylvania State University (the "University") hereby submit our request for the payment of the legal fees and related expenses incurred by the Alumni Trustees in connection with our efforts to inspect University documents and to obtain information related to the selection ofUniversity Trustees. Our request is made pursuant to Section 4.02 of the University's November 2014 Bylaws (the "Bylaws"). The Alumni Trustees' Petition constitutes an "Action" within the meaning of Section 4.02(a)(i) of the Bylaws. Further, Section 4.02(a)(ii) of the Bylaws states that each Trustee, " ... shall be entitled as of right to be indemnified by the University against expenses ... paid or incurred ... in connection with any ... Action." The Alumni Trustees are "indemnitees" and the legal fees and expenses of counsel incurred by the Alumni Trustees are "expenses" within the meaning of Section 4.02(a)(iv) of the Bylaws. We respectfully request that you confmn in writing by the close of business on Wednesday, May 6 that The University intends to promptly honor our indemnification request. If not, the Alumni Trustees are prepared to file an action to enforce our indemnification rights. Please note that Bylaws Section 4.02( c)(i) provides for the recovery o~ our legal expenses incurred in prosecuting any such action.

1

We look forward to your prompt response. Very truly yours,

Edward B. Brown III

Barbara L. Doran

Robert C. Jubelirer

William F. Oldsey

Alice W. Pope

2