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<br />. <br /> <br />. <br /> <br />9, DEALINGS OF OFFICERS AND DIRECTORS <br /> <br />In the absence of fraud, no contract or other transaction <br />between this Corporation and any other corporation, partnership <br />or association shall be affected or invalidated by the fact that <br />any Director or Officer of the Corporation is pecuniarily or <br />otherwise interested in or is a director, member or officer of <br />such other corporation, association or partnership or is a party <br />to or is pecuniarily or otherwise interested in such contract or <br />other transaction or in any way connected wi th any person or <br />persons, firms, associations, partnerships or corporations <br />pecuniarily or otherwise, provided that the existence and nature <br />of any such interest, possession or connection of such Director <br />or Off icer shall be disclosed or shall have been known to the <br />Directors entitled to vote and they authorize, approve or ratify <br />the contract or transaction by vote or written consent, or <br />provided that the fact of such relationship is disclosed or known <br />to the shareholders entitled to vote and they authorize, approve, <br />or ratify the contract or transaction by vote or written consent <br />or provided that the contract or transaction is fair and <br />reasonable to the Corporation. <br /> <br />Any director may be counted in determining the existence of <br />a quorum at any meeting of the Board of Directors of the <br />Corporation called for the purpose of authorizing any such <br />contract or transaction; provided, however, that the vote or <br />consent which authorizes, approves or ratifies such contract or <br />transaction shall be taken without counting the vote or consent <br />of such interested Director. <br /> <br />10. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS <br /> <br />Pursuant to Section 7-3-101 of the Colorado Revised <br />Statutes, as amended, each Director, Officer, Employee, Fiduciary <br />or Agent of the Corporation (and his heirs, executors and <br />administrators) shall be indemnified by the Corporation against <br />expenses reasonably incurred by or imposed upon him in connection <br />with or arising out of any action, suit or proceeding in which he <br />may be involved or to which he may be made a party by reason of <br />his being or having been a Director, Officer, Employee, Fiduciary <br />or Agent of the Corporation, or at its request, of any other <br />corporation, partnership, joint venture, trust or other <br />enterpr ise of which it is a shareholder or creditor and from <br />which he is not entitled to be indemnified (whether or not he <br />continues to be a director or officer at the time of imposing or <br />incurring such expenses), except in respect of matters as to <br />which he shall be finally adjudged in such action, suit or <br />proceeding to be liable for negligence or misconduct; or in the <br />event of a settlement of any such action, suit or proceeding <br />indemnification shall be provided only in connection with such <br />matters covered by the settlement as to which the Corporation is <br />advised by counsel that the person to be indemnified did not <br />commit a breach of duty. The foregoing right of indemnification <br /> <br />-- 5 -- <br />