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budget changes require the approval of the Member(s) . <br /> ARTICLE 14 <br /> INDEMNIFICATION <br /> The Corporation shall indemnify any Director or Officer or former Director of Officer for <br /> expenses and costs (including attorneys ' fees) actually and necessarily incurred thereby in connection <br /> with any claim asserted against that person, by action or otherwise, by reason of such person being <br /> or having been such Director or Officer, except in relation to matters to which such person shall have <br /> been guilty of gross negligence or willful malice with respect to the manner in which indemnity if <br /> sought. By order of the Directors, the Corporation may, under comparable terms and limitations , <br /> indemnify employees and agents of the Corporation with respect to activities in the scope of their <br /> services performed of the Corporation . <br /> A . Defense of Claims . As a condition of a Director ' s or Officer ' s right to be <br /> indemnified hereunder, such Director of Officer shall grant the Corporation the right to assume and <br /> control the defense or settlement of any claim made or threatened against such Director or Officer <br /> upon Corporation ' s written undertaking to hold such Director or Officer harmless from all costs and <br /> liabilities of such claims and the defense or settlement thereof, including any costs of final judgment. <br /> If the Corporation does not so elect to assume the defense or settlement of any claim, it <br /> is <br /> nevertheless a condition of a Director' s or Officer ' s right to claim the benefits of this indemnity that <br /> any counsel retained by such Director or Officer, in connection with the defense or settlement of <br /> such claim (other than a claim by or in the right of Corporation) , be counsel mutually agreeable to <br /> the Director or Officer and the Corporation . The Corporation shall give a Director or Officer written <br /> notice of any election under this section within a reasonable period after the Corporation' s receipt <br /> of written notice of a claim against such Director or Officer. <br /> B . Limitation of Indemnity. Notwithstanding anything in this indemnity to the contrary, <br /> no Director or Officer shall be entitled to any indemnification pursuant hereto to the extent that (a) <br /> such Director or Officer is entitled to indemnity or payment under any policy or policies of <br /> insurance, or (b) any action by the Corporation in its right to procure a j udgment in its favor, whether <br /> civil or criminal , is brought to impose a liability or penalty on any Officer or Director for an act <br /> alleged to have been committed by such Officer or Director in his official capacity or in such official <br /> capacity in any other corporation in which he served at the request of the Corporation. <br /> C . Notice and Corporation. As a condition of any Director ' s or Officer ' s right to be <br /> indemnified herein, such Director or Officer shall give the Corporation written notice as soon as <br /> practicable of any claims made or threatened against such Director or Officer in his capacity as a <br /> Director and/or Officer and such Director and/or Officer shall give the Corporation such information <br /> and cooperation as the Corporation may reasonably require . <br /> - 15 - <br />