Bylaws - ARTICLE VI

 

ARTICLE VI

INDEMNIFICATION AND LIABILITY OF DIRECTORS AND OFFICERS

Section 1. Personal Liability of Directors.
A Director of the Club shall not be personally liable for monetary damages for any action taken, or any failure to take any action.

Section 2. Indemnification.
The Club 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, including actions by or in the right of the Club, whether civil, criminal, administrative or investigative, by reason of that fact that a person is or was a Director or officer of the Club, or is or was serving while a Director or officer of the Club at the request of the Club as a Director, officer, employee, agent, fiduciary or other representative of another club, partnership, corporation, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 3. Advancement of Expenses.
Expenses (including attorneys’ fees) incurred by an officer or Director of the Club in defending a civil or criminal action, suit or proceeding described in Section 2 shall be paid by the Club in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Club.

Section 4. Other Rights.
The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Club's Bylaws or Constitution, any insurance or other agreement, vote of Directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5. Insurance.
The Club shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Club, or is or was serving at the request of the Club as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Club would have the power to indemnify such person against such liability under the provisions of these Bylaws.

Section 6. Modifications.
The duties of the Club to indemnify and to advance expenses  to a Director or officer provided in this Article shall be in the nature of a contract  between the Club and each such Director or officer, and no amendment or repeal of any  provision of this Article, and no amendment or termination of any trust or other fund created  pursuant to Section 6, shall alter, to the detriment of such Director or officer, the right of such  person to the advance of expenses or indemnification related to a claim based on an act or failure  to act which took place prior to such amendment, repeal or termination.

 

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