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of Directors, shall render to the President and directors,whenever the President or directors request it, an
<br /> account of all of the transactions of such person operating as Chief Financial Officer and of the financial
<br /> condition of the Corporation, and shall have other powers and perform such other duties as may be
<br /> prescribed by the Board of Directors or these Bylaws.
<br /> ARTICLE VI
<br /> INDEMNNIFICATION OF DIRECTORS, OFFICERS,
<br /> EMPLOYEES, AND OTHER AGENTS
<br /> Section 1. AGENTS, PROCEEDINGS,AND EXPENSES. For the purposes of this ARTICLE,
<br /> "Agent" means any person who is or was a director, officer, employee, or other agent of this corporation,
<br /> or is or was serving at the request of the corporation as a director, officer, employee or agent of another
<br /> foreign or domestic corporation,partnership,joint venture, trust or other enterprise, or was a director,
<br /> officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of
<br /> the Corporation or of another enterprise at the request of such predecessor corporation; "Proceeding"
<br /> means any threatened,pending or completed action or proceeding, whether civil, criminal
<br /> administrative, or investigative; and "Expenses" includes without limitation, attorneys' fees and any
<br /> other expenses of establishing a right to indemnification under Section 4 or Section 5(c) of this
<br /> ARTICLE.
<br /> Section 2. ACTIONS BROUGHT BY OTHER THAN BY THE CORPORATION. This Corporation
<br /> shall indemnify any person who was or is a party, or is threatened to be made a party, to any
<br /> Proceedings (other than an action by or in the right of this Corporation)by reason of the fact that such
<br /> person is or was an Agent of this Corporation, against Expenses,judgments, fines, settlements, and other
<br /> amounts actually and reasonably incurred in connection with such Proceeding if that person acted in
<br /> good faith and in a manner that person reasonably believed to be in the best interests of this Corporation
<br /> and, in the case of a criminal Proceeding, had no reasonable cause to believe the conduct of that person
<br /> was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a
<br /> plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not
<br /> act in good faith and in a manner in which the person reasonably believed to be in the best interests of
<br /> the Corporation or that the person had reasonable cause to believe that the person's conduct was
<br /> unlawful.
<br /> Section 3. ACTIONS BY THE CORPORATION. The Corporation shall indemnify any person who
<br /> was or is a party, or is threatened to be made a party,to any Proceeding by or in the right of this
<br /> Corporation to procure a judgment in its favor by reason of the fact that that person is or was an Agent,
<br /> to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against
<br /> Expenses actually and reasonably incurred by that person in connection with the defense or settlement of
<br /> that action if that person acted in good faith, in a manner that person believed to be in the best interests
<br /> of this Corporation and the Shareholders and with such care, including reasonable inquiry, as an
<br /> ordinarily prudent person in a like position would use under similar circumstances. No indemnification
<br /> shall be made under this Section 3:
<br /> (a) In respect of any claim,issue or matter as to which that person shall have been
<br /> adjudged to be liable to this Corporation in the performance of that person's duty to the
<br /> Corporation and the Shareholders, unless and only to the extent that the court in which that
<br /> action was brought shall determine upon application that,inview of all the circumstances of the
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