Article XII Right of Indemnity

  1. Right of Indemnity. To the fullest extent permitted by law, this Corporation shall indemnify, its directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying those positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding”, as that term is used in that Section and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person described by that Section. “Expenses”, as used in this Bylaw, shall have the same meaning as in Section 7237(a) of the California Corporations Code.
  2. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 7237(b) or (c) of the California Corporations Code, the Board shall promptly determine in accordance with Section 7237(a) of the California Corporations Code whether the applicable standard of conduct set forth in Section 723 7(b) or (c) has been met and, if it has, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation or a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members shall determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237 (b) or (c) tins been met and, if it has, the Members present at the meeting shall authorize indemnification.
  3. Advancement of Expenses. To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 herein in defending any proceeding covered by those sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
  4. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees, and other agents against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.