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� <br />ARTICLE 13. INDEMNIFICATION <br />Section 13.1 Actions Other Than Bv or In the Ri�ht of the Club. The Club shall <br />indemnify any person who was or is a party, or is threatened to be made a party to any threat- <br />ened, pending or completed action, suit or proceeding, whether civil criminal, administrative or <br />investigative (other than an action by or in the right of the Club) by reason of the fact that he or <br />she is or was a Director or Officer of the Club, who is or was serving at the request of the Club in <br />such capacity, against expenses (including expert witness fees, attorneys' fees and costs) <br />judgments, fines, amounts paid in settlement actually and reasonably incurred by him or her in <br />connection with such action, suit or proceeding, if he or she acted in good fa.ith and in a manner <br />which such individual reasonably believed to be in the best interests_.of the Club, and, with <br />respect to any criminal action or proceeding, had no reasonable cause to believe his or her <br />conduct was unlawful. Determination of any action, suit or proceeding by judgment, order, <br />settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself <br />create a presumption that the person did not act in good faith and in a manner he or she reason- <br />ably.believed to be in the best interests of the Club and, with respect to any criminal action or <br />proceeding, had reasonable cause to believe his or her conduct was unlawful. <br />Section 13.2 Actions Bv Or In The Rieht of The Club. The Club shall indemnify any <br />person who was or is a party or who is threatened to be made a party to any threatened, pending <br />or completed action or suit by or in the right of the Club to procure judgment in its favor by <br />reason of the fact that such person is or was a Director or Officer of the Club or is or was serving <br />at the rec�uest of the Club in such capacity, against expenses (including expert witness fees, <br />attorneys' fees and costs) actually and reasonably incurred by him or her in connection with the <br />defense or settlement of such action or snit if such person acted in good faith and in a manner <br />which he or she reasonably believed to be in the best interests of the Club; but no indemnifica- <br />tion shall be made in respect of any claim, issue or matter as to which such person has been <br />adjudged to be liable for negligence or misconduct in the performance of his or her duty in the <br />Club unless, and to the extent that the court in which such action or suit was brought determines <br />upon application that, despite the adjudication of liability, but in view of all circumstances of the <br />case, such person is fairly and reasonably entitled to indemnification for such expenses if such <br />cour� ,�,:;,;lls proper. <br />Section 13.3 Successful on the Merits. To the extent that a Director, manager, Officer, <br />project manager, emplo�ee, fiduciary or agent of the Club has been wholly successful on the <br />merits in defense of any action, suit or proceeding referred to in paragraphs 13.1 or 13.2 of this <br />Article 13, or in defense of any claim, issue or matter therein, such person shall be indemnified <br />against expenses (including expert witness fees, attorneys' fees and costs) actually and reason- <br />ably incuxred him or her ir� connection therewith. <br />Section 13.4 Determination Required. Any indemnification under paragraphs 13.1 or <br />13.2 of this Article 13 (unless ordered by a court) and as distinguished from paragraph 13.3 of <br />this Article 1 3, shall be made by the Club only as authorized by the specific case upon a <br />determination that indemnification of the Director or Officer is proper in the circumstances <br />because such individual has met the applicable standard of conduct set forth in paragraphs 13.1 <br />.: <br />�� W:\CLIEN'NCenosha Trout CIub�Bylaws, Am & Res - Fieal.wpd <br />January 26, 2000 <br />