Article XVI: Indemnity of Officers and Directors

 

  1. In the discretion of the Board of Directors, bonds may be required on officers, directors or employees, who have the power to contract or sign checks in the name of the Corporation provided that the cost of such bonds shall be paid by the Corporation.
  2. Every person who is, has been, or shall be a director or officer shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or resulting from any action suit or proceeding to which he/she may be made a party by reason of his/her being a director or officer, except in relation to such matters as to which he/she shall finally be adjudicated to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his/her duty as such director or officer. “Costs and expenses” shall include, with limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.
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