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<br />. <br /> <br />. <br /> <br />instructions of the board of directors; (ii) receive and give notices of assessments and receipts <br />and acquittances for moneys paid in on account of the corporation, and payout of the funds on <br />hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; <br />and (iii) be the principal accounting officer of the corporation and as such prescribe and maintain <br />the methods and systems of accounting to be followed, keep complete books and records of <br />account, prepare and file all local, state and federal tax returns and related documents, prescribe <br />and maintain an adequate system of internal audit, and prepare and furnish to the president and <br />the board of directors statements of account showing the financial position of the corporation and <br />the results of its operations. <br /> <br />ARTICLE V <br /> <br />INDEMNIFICATION <br /> <br />Section 5.1 Right to Indemnification. <br /> <br />(a) Standards of Conduct. Except as provided in Section 5.1 (d) below, <br />the corporation shall indemnify any officer, director, employee or agent of the corporation <br />("party") to a proceeding against liability incurred in or as a result of the proceeding if (i) such <br />party conducted himself or herself in good faith, (ii) such party reasonably believed (A) in the <br />case of a director acting in his or her official capacity, that his or her conduct was in the <br />corporation's best interests, or (B) in all other cases, that such party's conduct was at least not <br />opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, such <br />party had no reasonable cause to believe his or her conduct was unlawful. For purposes of <br />determining the applicable standard of conduct under this Section 5.1, any party acting in his or <br />her official capacity who is also a director of the corporation shall be held to the standard of <br />conduct set forth in Section 5.1 (a)(ii)(A), even if such party is sued solely in a capacity other <br />than as such director. <br /> <br />(b) Settlement. The termination of any proceeding by judgment, <br />order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself <br />determinative that the party did not meet the applicable standard of conduct set forth in Section <br />5.1 (a). <br /> <br />(c) Indemnification Prohibited. Except as hereinafter set forth in <br />Section 5.1 (d), the corporation may not indemnify a party under this Section 5.1 either (i) in <br />connection with a proceeding in which the party is or has been adjudged liable for gross <br />negligence or willful misconduct in the performance of the party's duty to the corporation, or (ii) <br />in connection with any proceeding charging improper personal benefit to the party, whether or <br />not involving action in the party's official capacity, in which the party was adjudged liable on the <br />basis that personal benefit was improperly received by the party (even if the corporation was not <br />thereby damaged). Notwithstanding the foregoing, the corporation shall indemnify any such <br /> <br />fd0985 <br /> <br />-8- <br />