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.
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.
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.
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.
