Article VI
Indemnification
Section 6.1 Mandatory Indemnification of Directors and Officers. Each Indemnitee (as
defined below) shall be indemnified and held harmless by the Corporation for all actions
taken by such Indemnitee and for all failures to take action (regardless of the date of any
such action or failure to take action) to the fullest extent permitted by Pennsylvania law
against all expense, liability and loss (including without limitation attorneys’ fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section shall be made, however, in any case where 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 6.2 Mandatory Advancement of Expenses to Directors and Officers. The right to mandatory indemnification provided in this Section shall include the right to have the expenses reasonably incurred by the Indemnitee in defending any Proceeding paid by the Corporation
in advance of the final disposition of the Proceeding to the fullest extent permitted by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment
of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased
to be a Director or officer and shall inure to the benefit of such person’s heirs, executors and administrators. For purposes of this Article, (A) “indemnitee” shall mean each current or former Director and current or former officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that
such person is or was a Director or officer of the Corporation or is or was serving in any capacity at the request or for the benefit of the Corporation as a director, officer, employee, agent,
partner or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an
action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, investigative or through arbitration.
The Corporation may, by action of its Board of Directors and to the extent provided in such
action, indemnify employees and other persons as though they were Indemnities. Directors
and officers of entities which have merged into, or have been consolidated with, or have been liquidated into, the Corporation shall not be indemnities with respect to Proceedings involving
any action or failure to act of such Director or officer prior to the date of such merger, consolidation or liquidation, but such persons may be indemnified by the Board of Directors pursuant to the first sentence of this subsection.
Section 6.3 Scope of Indemnification. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Proceeding or in defense of
any claim, issue or matter therein, the Corporation shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. If indemnification under Section 6.2 of these By-Laws or advancement of expenses
are not made or paid by the Corporation, or on its behalf, within 90 days after a written claim
for indemnification or a request for an advancement of expenses by an Indemnitee has been received by the Corporation, such Indemnitee may, at any time thereafter, bring suit against
the Corporation to recover the unpaid amount of the claim and/or the advancement of expenses. The right to indemnification and advancement of expenses provided hereunder shall be enforceable by an Indemnitee in any court of competent jurisdiction, and if indemnification
and/or advance of expenses is obtained by an Indemnitee in whole or in part, the expenses reasonably incurred by such Indemnitee in connection with obtaining such indemnification
and/or advancement of expenses shall be indemnified by the Corporation.
Section 6.4 Miscellaneous. (a) Non-Exclusivity of Rights – The rights to indemnification and
to the advancement of expenses provided in this Article shall not be exclusive of any other
rights that any person may have or hereafter acquire under any statute, provision of the Articles
or By-Laws, agreement, vote of shareholders or Directors, or otherwise. (b) Insurance – The Corporation may purchase and maintain insurance, at its expense, for the benefit of any person
on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Corporation would have the power to indemnify
such person under Pennsylvania or other law. The Corporation may also purchase and
maintain insurance to insure its
indemnification obligations whether arising hereunder or otherwise. (c) Fund for Payment of Expenses – The Corporation may create a fund of any nature, which may, but need not be,
under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles, by agreement, vote of shareholders
or Directors, or otherwise.
Section 6.5 Definition of Authorized Representative. The provisions of this Article relating
to the limitation of Directors’ liability, to indemnification and to the advancement of expenses
shall constitute a contract between the Corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these By-Laws relating to
their amendment generally, any repeal or amendment of this Article which is adverse to any Director of officer shall apply to such Director or officer only on a prospective basis, and shall
not reduce any limitation on the personal liability of a Director of the Corporation, or limit the
rights of an Indemnitee to indemnification or to the advancement of expenses with respect to
any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these By-Laws, no repeal or amendment of these
By-Laws shall affect any or all of this Article so as either to reduce the limitation of Directors’ liability or limit indemnification or the advancement of expenses in any manner unless adopted
by (a) the unanimous vote of the Directors of the Corporation then serving, or (b) the affirmative vote of shareholders entitled to cast not less than a majority of the votes that all shareholders
are entitled to cast in the election of Directors, provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence. References in this Article to Pennsylvania law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed, provided that (a) in the case of
any change which expands the liability of Directors or limits the indemnification rights or the
rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law, and (b) if such change permits the Corporation without the requirement of any further action by shareholders or Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the
rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
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