06-25-1990 Council Packet - Laserfiche WebLink

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8 The written undertaking required by clause <a) Is an unlimited general obligation of the person making It, but need not be secured and shall be accepted without reference to financial ability to make the repayment. Section 4. Reimbursement to Witnesses. The corporation shall reimburse expenses. Including attorneys' fees and disbursements. Incurred by a person In connection with an appearance as a witness in a proceeding at a time when the person has not been made or threatened to be made a party to a proceeding. Section 5. Determination of Eligibility. a. All determinations whether indemnification of a person is required because the criteria set forth in Section 2 of this Article have been satisfied and whether a person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding as provided in Seccion 3 of this Article shal1 be made: (1) by the Beard by a majority of a quorum. Directors who are at the time parties to the proceeding shall not be counted for determining either a majority or the presence of a quorum; (2) if a quorum order clause (1) cannot be obtained, by a majority of a committee of the Board, consisting solely of two or more directors not at the time parties to the proceeding, duly designated to act In the matter by a majority of the full Board includin-3 directors who are parties; (3) -If a determination is not made under clause (1) or (2), by special legal counsel, selected either by a majority of the Board or a committee by vote pursuant to clause (1) or (2) or. If the requisite quorum of the full Board cannot be obtained and the committee cannot be established, by a majority of the full Board including directors who are parties; .V- »- . .. . C4) if a determination is not made under clauses (i) to (3), by the members, excluding the votes of members who are held by parties to the proceeding; or (5) If an adverse determination Is made under clauses <1) to (4) or under paragraph (b), or If no determination .. is made under clauses (i) to <4) or under .paragraph j : .liz wlthin_60.days after the termination of a proceeding.ori:* _c.;:ucafterra request for aa advance.of expenses, Vas'the^case celcsi'iiss*! . , .-.may be, by .a court in Minnesota, which may,be .the same T- yi.' court *:In which the proceeding Involving-the person's jInc on:, ' liability took place, .upon appl Ication of .the-person :and.|.i, , :any-notice the court requires. --. .i.:. . .rrsb* —l. ... i .. --..T.. I . .. ...... . . ! 1