06-11-1990 Council Packet - Laserfiche WebLink

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b. With respect to a person who Is not, and was not at the time of the acts or omissions complained of In the proceedings, a director, officer or person possessing, directly or Indirectly, the power to direct or cause the direction of the management or policies of the corporation, the determination whether Indemnification of this piyrson Is required because the criteria set forth In Sect.on 2 of this Article have been satisfied and whether this pc'son Is entitled to payment or reimbursement of expenses In adv. jce of the final disposition of a proceeding as provided In Se. Article, may be made by an annually appointc Board, having at least one member who Is a c- committee shall report at least annually to., concerning Its actions. •on 3 of this • mmittee of the tor. The Board Section 6. Insurance. The corporation may purchase and maintain Insurance on behalf of a person who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another organization or employee benefits plan, against any liability asserted against the incurred by the person in or arising from that capacity, whether or not the corporation would have been required to Indemnify the person against liability under the provisions of this Article. Section 7. Disclosure. If the corporation indemnified or advances expenses to a person In accordance with this Article In connection with a proceeding by or on behalf of the corporation, the corporation shall report the amount of the Indemnification or advance and to whom and on whose behalf It was paid to the members in an annual report covering the period when the indemnification or advance was paid or accrued under the accounting methods of the corporation. Section 8. Discretionary Indemnification. Nothing in this Article shall be construed to limit the ability of the Board of Directors, to the extent permitted by applicable law, to Indemnify any person or entity not described In this Article pursuant to, and to the extent described In this Article pursuant to, and to the extend described In, an agreement authorized In accordance with the provisions of Section 5(a) above, or as otherwise determined by the Board of Directors In Its discretion. Furthermore, the Board of Directors may authorize written agreements between the corporation and persons, whether or not described In this Article, to grant contractual Indemnification rights to such persons as permitted by law. Dated:198_ Secretary 9/16/86 Revised 8/14/89 I