Part D. Indemnity
Section 1.
(A) This corporation may indemnify any person who was or is a party or is threatened to
be made a party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative (including any action by or in the name of the corporation) by reason of
the fact that he is or was a director, officer or agent of the corporation or is or was serving
at the request of the corporation as a director, officer or agent of another nonprofit,
business or foreign corporation, partnership, joint venture or other enterprise against
expenses (including attorney’s fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful;
provided that in case of actions by or in the name of the corporation, the indemnify shall
be limited to expenses (including attorney’s fees and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense of litigating
the action to conclusion) actually and reasonably incurred in connection with the defense
or settlement of such action and no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation unless and
only to the extent that the court shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem proper.
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonable believed to be in or not opposed to the best interests of the corporation and
with respect to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(B) To the extent that a director, officer, or agent of this corporation has been successful
on the merits or otherwise in defense of any such action, suit or proceeding, or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses (including
attorney’s fees) actually and reasonably incurred by him in connection therewith.
(C) Any indemnification under subsection A of this section (unless ordered by the court)
shall be made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met. Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable or a quorum of disinterested directors so directs, by independent legal
counsel, or (3) by the members.