Indemnification of Directors and Officers
Any person made, or threatened to be made, a party to any action, suit or proceedings, civil or criminal, by reason of being or having been, or having done or not having done anything in the capacity of a director or officer of the Corporation shall be indemnified by the Corporation against all reasonable expenses and costs, including attorneys' fees, actually and necessarily incurred by him or imposed upon him or her in connection with or resulting from such action, suit, or proceeding, or in connection with any appeal therein, including any judgment, fine, or settlement; provided, however, that either ( a ) said action, suit or proceeding shall be prosecuted against such person to final determinations and it shall not be finally adjudged that he was liable for negligence or misconduct in the performance of his duties to the Corporation as such director or officer, of ( b ) said action, suit or proceeding shall be settled with the approval of the Board or otherwise terminated as against such person without a final determination on the merits and the Corporation shall be advised in writing by its counsel that in the opinion of such counsel such person was not liable for negligence or misconduct in the performance of his or her duties to the Corporation, as charged in such action, suit, or proceeding. The foregoing right of indemnification shall not be exclusive of any other rights to which any such director may be entitled as a matter of law, or which may be lawfully granted to him; and the indemnification hereby granted by the Corporation shall be in addition to and not in limitation of any other privilege or power which the Corporation may lawfully exercise with respect to indemnification or reimbursement of directors or officers.
The foregoing provisions for indemnification shall in no case be interpreted to permit the Corporation to make any expenditures which in the opinion of counsel will constitute an act of self-dealing or a taxable expenditure under the Internal Revenue Code.
The term "person" as used in this article shall include the executor, administrator, or other personal representative of such person.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the laws of the State of California or under the provisions of the Certificate of Incorporation or By-laws of this Corporation, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the required notice.
These By-laws may be amended or repealed at any meeting of the Board by a vote of two-thirds of the entire Board provided that written notice of the proposed amendment or repeal has been sent by mail, email or fax to each director of the Corporation at least five (5) days in advance of the date set for the meeting.
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