ARTICLE VII - INDEMNIFICATION
To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other agents as described in California Corporations Code Section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or other agent; provided, however, that such director, officer, employee, or other agent must have acted in good faith, in a manner such a person reasonable believed to be in the best interests of the corporation and, in the case of a criminal proceeding, with no reasonable cause to believe that the conduct of such person was unlawful. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the California Corporations Code. With respect to any threatened, pending or completed action brought to procure a judgment in favor of the corporation by or in the right of the corporation, under Section 5233 of the California Corporations Code made applicable pursuant to Section 7238, or by the Attorney General of the State of California or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, the corporation shall indemnify each director and officer, upon a written request from such person seeking indemnification, whether or not then in office, who was or is or is threatened to be made a party to such action by reason of the fact that such director or officer was or is an agent of the corporation, against expenses (including attorneys' fees) actually and reasonably incurred by such director or officer in connection with the defense or settlement of such action; provided, however, that such director or officer must have acted in good faith, in a manner such person believed to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would have used under similar circumstances. No indemnification shall be made under this section (i) of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, (ii) of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval unless it is settled with the approval of the Attorney General, or (iii) with respect to any claim, issue or matter was to which the director or officer shall have been adjudged liable to the corporation in the performance of such person's duty to the corporation, unless the court in which such proceeding was or is entitled to indemnity for expenses specifies by the court in light of all the circumstances of the case.
Jade Parker published this page in Wharton San Diego Bylaws 2018-09-24 08:09:39 -0700