06-25-1990 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 P/ftson Is required because the criteria set forth In Sect,on 2 o, this Article have been satisfied and whether this pe-son is entitled to payment or reimbursement of expenses in ^clv. • ice of the final disposition of a proceeding as provided In S^:;-’.on 3 o^ this Article, may be made by an annually appolntc^^;-• the Board, having at least one member who is a c- ; -tor. The committee shall report at least annually to...Joard concerning Its actions. 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, office/ emp o^ee or agent of the corporation, is or was serving at the ?!qiesror?hrccrporatlOh as a director, officer, partner rus ee. employee or agent of another organization or employee acains- any liability asserted against the incurred by the person in or trlslng frL that capacity, whether cr not been required to indemnify the person against liability unde, the provis.ons of this Article. Section 7. Disclosure. If the corporation indemnified or advances expenses to a person in accordance with this Ar^cle in connection with a proceeding by or on behalf of the corporation, the corporation shall report the amount of the indemnificatlon or advan .. ^nd ?o wicm !nd on whose behaif It was paid to the me.mbers in an annual report covering the period when the Indemnification or advanc. was paid or accrued under the accounting methods of the corporation. Section 8. Discretionary Inde.mnification. Nothing in this Article shall te construed to limit the ability of the B°ard mreclor^ to tL extent permitted by appllc^le law. Jo Indemn. y any person or entity not described In this extend extent described In this Article pursuant to, and to the , j described In, an agreement authorized In accordance with provisions of Section '^Ca) above, or as otherwise determined by the Board of mre*torrin Its d?sc«tlon. Furthermore, the Board of Directors may authorize written agreements between the iactu!?’ whether or not described In this Article, to SJJjJ Indemnification rights to such persons as permitted by la . C.-J*: .T..V •Dated: _ _i_198_Secretary 9/16/86 Revised 8/14/89