2021Bylaws

Bylaws (Colorado)

has charge and control of and is responsible to the board of directors for the conduct and handling of all legal matters coming to his attention. All of the files, records and documents belong to the corporation, but shall be maintained under his control in the space and location provided and ordered by the board of directors. Amend. 1967 § 511.5 Indemnification. (a) Each director, trustee, trustee emeritus, officer and committee mem- ber shall be indemnified by the corporation against any claim of liability to which he is subject by reason of his service in such capacity or by rea- son of any action or omission in such capacity. The corporation shall pay all expenses reasonably incurred by him, as incurred, in connection with any such claim if he furnishes to the corporation, in writing, his state- ment that he conducted himself in good faith and his agreement to repay the corporation for any such expenses if it be thereafter determined by a final non-appealable judgment of a court of competent jurisdiction that his act or omission was not in good faith. In no event, however, shall he be indemnified: (1) Against any liability arising out of his own willful misconduct or the derivation of any improper benefit from such act or omission; (2) In connection with any proceeding by or in the right of the cor- poration in which he was adjudged liable to the corporation; or (3) In connection with any proceeding, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (a) Prior to any indemnification, a determination must be made, as pro- vided by Colorado law, that indemnification is permissible in the circum- stances because the individual has met the standard of conduct required herein. (b) The amount paid on behalf of any director, trustee, trustee emeri- tus, officer or committee member under subsection (a) shall not exceed his actual reasonable and necessary expenses. (c) The right of indemnification provided by subsection (a) shall not be exclusive; and he shall receive any other benefits to which he is otherwise entitled by law. (d) Any director, trustee, trustee emeritus, officer or committee mem- ber subjected to or threatened with litigation for which he may have indemnification under subsection (a) shall immediately notify General Counsel of such litigation or threatened litigation. Add. 1992

BYLAWS (COLORADO)

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