Article VII: Indemnification
| 7.1. |
The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of this corporation, or is or was serving at
the request of this corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses,
including attorneys’ fees, judgment, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or proceeding if he
acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of this corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interest of this corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to believe that his conduct was
unlawful. |
| 7.2. |
The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of this corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of this
corporation, or is or was serving at the request of this corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by him in connection with the
defense or settlement of the actions or suit if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of this
corporation. Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable to this corporation or for amounts paid in settlement
to this corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon application that
in view of all the circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses as the court deems proper. |
| 7.3. |
To the extent that a director, officer, employee or
agent of this corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, such person shall be indemnified by this corporation against
expenses, including attorneys’ fees, actually and reasonably incurred by him in
connection with the defense. |
| 7.4. |
Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 4 below, must be made by this
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
| a. |
By any members; |
| b. |
By the board by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding; |
| c. |
If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or |
| d. |
If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion. |
|
| 7.5. |
The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding shall be paid by this corporation
as they are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by this corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any contract or otherwise
by law. |
| 7.6. |
The indemnification and advancement of expenses
authorized in or ordered by a court pursuant of this section:
| a. |
Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the articles or
any by-Law, agreement, vote of members of disinterested directors or otherwise, for either
an action in his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to Section 7.2
of these bylaws or for the advancement of expenses made pursuant to Section 7.5 of
these bylaws, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional misconduct, fraud
or a knowing violation of the law and was material to the cause of action. |
| b. |
Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person. |
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Washoe
Co. K-16 Council
