HomeMy WebLinkAbout0685 whether or not with court approval, actually and necessarily
incurred by hi~ in connection with the defense or settlement of any
civil or criminal claim, action, suit, or proceedinq, including
ane to impose a final penalty, brought or~threatened to he brought
against hi:tt by reason of his or her testator, or intestate, being
or having bzen such a director or officer, or in connection with
an appeal therein, unless he, or his testator, or intestate shall
be finally adjudged, in such action or proceeding to be liable for•
willful misfeasance or malfeasance in the performance of his duties.
No amount shall be paid ~n settlement without court approval, unless
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independent legal counsel shall advise the corporation that, in the
opinion of said counsel, the matter involved in such action, suit,
or proceedinq did not constitute wil]ful misfeasance or malfeasance
in the performance of his duties by such officer or director, or by
his testator or intestate. A conviction or judgment (whether based
on a plea of nolo contendre or its equivalent or after trial) shall
not of itself be deemed an adj udication of such director or officer
or testator or intestate has been guilty of willful misfeasance or ~
malfeasance in the performance of his duties. An application for
indemnification pursuant to this Article shall be made to the Board
of Directors of the corporation. Upon receipt of any such application,
~ the Board shall determine whether, under the circumstances of such
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~ claim, action, suit, or proceeding, any indemnity payments shall be
made and the amount thereof, if any. Such determination shall be
d made by resolution adopted by a majority of a quoriun of the Board
of Directors without counting for such majority or quorum any
interested Director, or, in the event that no quorum of disinterested
Directors is available, adopted by a majority of a group of three
or more persons appointed by a majority of disinterested members of
the Board. Any determination under this section that a payment by
~ way of inder,inity should be made shall be binding upon the Go?-poration
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and its members .
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