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or 13.2 above. Such determination shall be made by the Board of Directors by majority vote of a <br />quorum consisting of those members of the Board who were not parties to such action, suit or <br />proceeding or, if a majority of disinterested members of the Board of Directors so directs, by <br />independent legal counsel in a written opinion or by Members entitled to vote thereon. <br />Section 13.5 Pavment in Advance of Final Disposition. The Club shall pay for or <br />reimburse the reasonable expenses incurred by a former or current Director or Officer who is a <br />party to a proceeding in advance of finaI disposition of the proceeding if the Director or Officer <br />furnishes to the Club a written affirmation of the Director's good faith belief that he or she has <br />met the standard of conduct described in paragraphs 13.1 or 13.2 of this Article 13, the Director <br />or Officer furnishes to the Club a written understanding, executed personally or on the Director's <br />or Officer's behalf to repay the advance if it is ultimately determined that the Director or Officer <br />did not meet the standard of conduct and a determination is mad� t::at the facts then known to <br />those making the determinatic_^. �=,��»ld not preclude indemnification under this article. The <br />undertaking required in this naragraph shall be an unlimited general obligation of the Director or <br />Officer but need not be selected and may be accepted without reference to financial ability to <br />make repayment. <br />Section 13.6 No Limitation of Ri�hts. The indemnification provided by this Article 13 <br />shall not be deemed exclusive of nor a limitation upon any other rights to which those indemni- <br />fied may be entitIed under any byIaw, agreement, vote of the Members or disinterested members <br />of the Board of Directors, or otherwise, nor by any rights which are granted pursuant to C.R.S. <br />�38-33.3-1 Ul, et seq., and the Colorado Revised Nonprofit Corporation Act. <br />Section 13.7 Directors and Officers Insurance. The Club shall purchase and maintain <br />insurance on behalf of any person who is, or was, a Member of the Board of Directors or an <br />Officer of the Club against any liability asserted against him or her and incurred by such <br />individual in any such capacity or arising out of his or her status as such, whether or not the <br />Club would have the power to indemnify such individual against such liability under provisions <br />of this Article 13. <br />ARTICLE 14. MISCELLANEOUS <br />Section 14.I Fiscal Year. The Board has the right to establish and, from time to time, <br />change the, fiscal year of the Club. � <br />Section 14.2 Audit. The Boaru of Dir�:.tors shall provide for the books of the Club to <br />be audited or reviewed at the end of each year by persons not on said Board. <br />Section 14.3 Waiver of Notice. Whenever any notice is required to be given to any <br />Member, Director or Officer of the Club under the provisions of these Bylaws, or under the <br />provisions of the Articles of Incorporation or under the provisions of the laws of the State of <br />Colorado, waiver thereof in writing, signed by the person or persons entitled to such notice, <br />whether before or after the time stated therein, shall be deemed equivalent to the giving of such <br />notice. <br />.- <br />W:\CLIEN'I1ICenosha Trout Club�Bylaws, Am & Res - Final.wpd <br />i s )anuary 26, 2000 <br />