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| Kyle Krueger
April 18, 2013
9:03:22 AM
Entry #: 4048399
| ARTICLE 17
SECTION 1 INDEMNIFICATION – Section 181.045
A. Every person who is a director, officer or employee of the corporation, or a former director, officer or employee
of the corporation, or a person who is serving or has served at the request of the corporation as a director officer
or employee of another corporation is hereby indemnified against expenses, judgment decrees, fines, penalties
or amounts paid in settlement in connection with the defense of any pending threatened legal action, suit or
proceeding, criminal or civil, to which he is or may be made a part of by reason of being or having been such
director, officer or employee provided he is determined by the directors of the corporation acting at a meeting at
which a quorum consisting of directors who are not parties to or threatened with any such action, suit or
proceeding is present: (a) not to have been negligent or guilty of misconduct in the performance of his duty to
the corporation of which he is such director, officer or employee (b) to have acted in good faith in what he
reasonably believed to be the best interest of such corporation and (c) in any manner the subject of a criminal
action, suit or proceeding, to have reasonable cause to believe that his conduct was unlawful provided, however,
that no director who is party to or threatened with such action, suit or proceeding shall be qualified to vote on
such matter. Alternatively, such determination may be made: (a) by a court of competent jurisdiction (b) by the
shareholders of the corporation at a meeting held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of voting power of the corporation on such proposal, or (c) adopted
by the shareholders of the corporation without a meeting by the written consent of the holders of the shares
entitling them to exercise two thirds of the voting power on such proposal.
B. Such indemnification shall not be deemed exclusive of any other rights to which such director, officer or
employee may be entitled including, without limiting and generally of the foregoing, and insurance purchased by
the corporation.
Question from the committee:
Does this replace any type of liability waiver??
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