Laserfiche WebLink
ARTICLE XII: A director of the corporation shall not be personally liable to the <br />corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director; <br />except that this provision shall not eliminate or limit the liability of the director to the corporation <br />or to its shareholders for monetary damages otherwise existing for: <br />1. Any breach of the director's duty of loyalty to the corporation or to its shareholders; <br />2. Acts or omissions not in good faith or which involve intentional misconduct or a <br />knowing violation of law; <br />3. Acts specified in Section 7- 108 -403 of the Colorado Business Corporation Act <br />(regarding liability of directors for unlawful distributions); or <br />4. Any transaction from which the director directly or indirectly derived any improper <br />personal benefit. If the Colorado Business Corporation Act is hereafter amended to <br />eliminate or limit further the liability of a director, then in addition to the <br />elimination and limitation of liability provided by the preceding sentence, the <br />liability of each director shall be eliminated or limited to the fullest extent permitted <br />by the Colorado Business Corporation Act as so amended. Any repeal or <br />modification of this Article XII shall not adversely affect any right or protection of a <br />director of the corporation. <br />ARTICLE XIII: <br />1. The corporation may indemnify any person who was or is a party or is threatened to <br />be made a party to any threatened, pending, or completed action, suit, or proceeding, <br />whether civil, criminal, administrative, or investigative (other than an action by or in <br />the right of the corporation), by reason of the fact that he is or was a director, officer, <br />employee, or agent of the corporation or is or was serving at the request of the <br />corporation as a director, officer, employee, or agent of another corporation, <br />partnership, joint venture, trust, or other enterprise, against expenses (including <br />attorneys' fees), judgments, fines, and amounts paid in settlement actually and <br />reasonably incurred by him in connection with such action, suit, or proceeding if he <br />acted in good faith and in a manner he reasonably believed to be in the best interests <br />of the corporation and, with respect to any criminal action or proceeding, had no <br />reasonable cause to believe his conduct was unlawful. The termination of any <br />action, suit, or proceeding by judgment, order, settlement, or conviction or upon a <br />plea of nolo contendere or its equivalent shall not of itself create a presumption that <br />the person did not act in good faith and in a manner which he reasonably believed to <br />be in the best interests of the corporation and, with respect to any criminal action or <br />proceeding, had reasonable cause to believe that his conduct was unlawful. <br />2. The corporation may indemnify any person who was or is a party or is threatened to <br />be made a party to any threatened, pending or completed action or suit by or in the <br />3 <br />