06-11-1990 Council Packet - Laserfiche WebLink

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_ (1) has not been Indemnified by another organization ‘ or employee benefit plan for the same Judgments, penalties, fines. Including, without 1 imitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, Including attorneys' fees and disbursements, Incurred by the person In connection with the proceeding with respect to the same acts or omissions; ^ (2) acted In good faith; (3) received no improper personal benefit; (4) In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring In the official capacity described In Section 1, paragraph (c), clause <1) or (2) of this Article, reasonably believed that the conduct was in the best Interests of the corporation, or in the case of acts of omissions occurring in the official capacity described In Section 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best Interests of the corporation. If ! the person's acts or omissions complained of in the I ■; proceeding relate to conduct as a director, officer, 1 trustee, employee or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was In the best Interests of the participants or beneficiaries of the employee benefit plan. • . b. The termination of a proceeding by Judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of Itself, establish that the person did not meet the criteria set forth in this Section 2. Section 3. Advances. Subject to the provisions of Section 4 of this Article, If a person is made or threatened to be made a party to a proceeding, the person is entitled, upon written request to the corporation, to payment or reimbursement by the corporation of reasonable expenses. Including attorneys' fees and disbursements,Incurred by the person in advance of the final disposition of the proceeding, (a) upon receipt oy the corporation of a written affirmation by the person of a good faith belief that'the criteria for Indemnification'set forth in Section 2 of this Article have been ■ satisfied and-a written undert-^klng by the person to'repay "al I'^amounts so paid or reimbursed by the corporation. If It is ultimately determined that the criteria =£or indemnification have not been satlsfied,:.and (b) after a determination that the.facts then known-t"* those making the determination would not preclude IndemnlfIcatlo. under this Article. rr.