Resolution 1656 - Laserfiche WebLink

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, other legal representatives of any such director or officer , shall • be indemnified by the corporation against all reasonable costs and expenses (including �he cost of reasonable settlements made . with a view to curtailment of cost of litigation but exclusive ' of any amount paid to the corporation in settlement) and counsel � fees paid or incurred in connection with, or arising out of, any action, suit or proceeding to which any such director or officer or his executors, administrators or other legal representatives may hereafter be made a party, by reason of his being or having been a director or officer of the corporation; provided (1) the action, sui-t or proceeding shall be prosecuted to final determi- � nation, and it shall not be finally adjudged that he had been derelict in the performance of his duties as such director or . • officer , or (2) the action, suit or proceeding shall be settled or otherwise terminated as against such director or officer or his executors , administrators or other legal representatives with- out a final determination on the merits, and it shall be determined that such director or officer had not in any substantial way been derelict in the performance of his duties as charged in such action, suit or proceeding, such determination to be made by a majority � of the members of the Board of Directors who were not parties . to such action, suit or proceeding, although less than a quorum, or by any one or more disinterested persons to whom the question may be referred by the Board of Directors. For the purposes of the preceding sentence, (a) "action, suit or proceeding" shall include every action, suit or proceeding, civil, criminal or other;' • (b) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding, and the failure -10-