HomeMy WebLinkAbout0920 against the reasonable expenses, including attorneys' fees actually and
~ecessarily incurred by hlm in connect'an with defense or settlement of such ~
action, or In connection wlth an appeal therein i1 such person acted in good
faith and the reasonable belief that such action was in the best intecest of
the Association. Such person shall not be entitled to Indemniiication in
relation to matters to which such person has been adjudged to have been
guiity of gross negligence or misconduct in the perfonnance of his duty to ~
the Association unless, and only to the extent that, the Co~at,
administrative agency, or investigative body before which such action, suit
or proceeding is held, shal! determine upon application that, despite- the
adjudication of liability but in view of all circumstances of the case, such
pe~son is fairly and reasonably entitled to indemnification for such expenses
which such tribunal shall deem proper. . -
B. The Board of DireCtors shall determine whether amounts for which a ~
Dire~tor or officer seeks indemnification were properly incurred and whethec such ~
~ Director or officer acted in good faith and in a manner he reasonably believed to be
in the best interest of the Association, and wheiher, with respect to any criminal
action oc proceeding, he had no rea~onab;e ground for beiief ti-ia~ such ~etion was
unlawful. Such determination shall be made by the Board of Directors by a '
majority vote of a quorum consisting of directors who are not parties to such
i action, wit or proceeding.
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~ C. 'rhe foregoing rights of indemnification shall not be deemed to limit
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~ in any way the power of the Association to indemnify the Directors or officers
~ under applicable law. ~ ~
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~ XIIL TRANSACTION IN WHICH DIRECTORS OR OFFICERS ARE iNTERESTED
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~ A. No contr3ct o~ transaction between the •Association and one or more
a -
` of its Directors oc officers, or between the Association and any other corporation, ;
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E partnership~ association or other organiiation in which one or more of the '
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