-6-
NINTH: (A) The Corporation [petitioner] shall
indemnify a trustee, officer or employee or a former
trustee, officer or employee or any person who is serving or
has served at its request as a trustee, director, officer or
employee of another corporation (whether nonprofit or for
profit) against expenses actually and necessarily incurred
by him in connection with the defense of any pending or
threatened action, suit or proceeding, criminal or civil, to
which he is or may be made a party by reason of being or
having been such trustee, director, officer or employee,
provided:
1. He is adjudicated or determined not to have
been negligent or guilty of misconduct in the
performance of his duty to the Corporation of which he
is a trustee, director, officer or employee;
2. He is determined to have acted in good faith
in what he reasonably believed to be the best interest
of such corporation;
3. In any matter the subject of a criminal
action, suit, or proceeding, he is determined to have
had no reasonable cause to believe that his conduct was
unlawful. The determination as to (2) and (3) and, in
the absence of an adjudication as to (1) by a court of
competent jurisdiction, the determination as to (1)
shall be made by the trustees of the indemnifying
corporation acting at a meeting at which a quorum
consisting of trustees who are not parties to or
threatened with any such action, suit or proceeding is
present. Any trustee who is a party to or threatened
with any such action, suit or proceeding shall not be
qualified to vote and, if for this reason a quorum of
trustees cannot be obtained to vote on such
indemnification, no indemnification shall be made
except as provided for in Paragraph (b) or (C) of this
Section.
(B) The Corporation may, pursuant to these articles,
its regulations or any agreement authorized or a resolution
adopted by the voting members at a meeting held for such
purpose by the affirmative vote of a majority of the voting
members present if a quorum is present, indemnify or agree
to indemnify such trustee director, officer or employee
against expenses, judgments, decrees, fines, penalties or
amounts paid in settlement in connection with the defense of
any pending or threatened action, suit or proceeding,
criminal or civil, to which he is or may be made a party by
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Last modified: May 25, 2011