HomeMy WebLinkAbout0919 XI1: INDEMNIFICATl4N OF OFFICERS AND DIRECTORS
A. The Association hereby agees to Indemnlfy any Director ar ofiicer,
inciuding tfie payment of full legal cepcesentation therefor, made a party or
threatened to be made a party to any threatened,.pending or.compie:ed a~tion, suit
or proceeding:
l. Whether civil, criminal, administretive, or investigative, otfier
than won by or in the right of the Association to proc~.r~e a judgment in its .
iavor brought to impose a fiability or penalty on such person for an act
alleged to have been committed by such persan in his capacity as Diredor or
officer of the Association, or in his capacity as Directoc, officer, employee
or agent of any other corporation, partnership, joint vent~re, triat or other
enterprise, served at the request of the Association against judgments, f~es,
amounts paid in settlement and reasonabie expenses, including attorneys'
fees, actually and necessarity incucred as a result of such action, suit or
proceeding or any appeal therein, if such person acted in good faith and the
reasonable belief that such action' was in the best interest of the
Association, and in criminal actions or pcoceedings without reasonabie
graund for belief that such action was unlawful. The termination of any ~
- such action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of noio contendere or its eguivalent shai! not in itself create a
presumption that any such Dicector or officer did not act in good faith in the
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~ reasonable beliei tl~at such action was in the be~t interest of the Associa`tion
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€ or that he had reasonable grounds for belief that such action was unfawful. ~
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~ 2. By or in the right of the Association to pcocure a judgment in
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~ its favor by reason of his being cr having been a DireRor or office~ of the
~ Association, or by reason of his being or having been a Director, of f icer,
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= emplayee or agent of any other corporation, partnership, joint vent~re, tr~st
F or other enterprise which he served at the request of the Association,
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