Amended Bylaws, Final, April 2016 - page 10

Amended April, 2016
Page 10
her heirs, executors and administrators; provided, however, that, except as provided in this Article, the
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Corporation shall indemnify any such person seeking indemnification in connection with a proceeding
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(or a part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by
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the Board of the Corporation. The right to indemnification conferred in this Article shall be a contract
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right and shall include the right to be paid by the Corporation the expenses incurred in defending any
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such proceeding in advance of its final disposition; provided, however, that, if the New Mexico
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Nonprofit Corporation Act requires, that payment of such expenses incurred by a Director or officer in
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his or her capacity as a Director or officer of the Corporation (and not in any other capacity in which
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service was or is rendered by such person while a Director or officer, including, without limitation,
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service to employee benefit plans or trusts) in advance of the final disposition of a proceeding, shall be
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made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or
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officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer
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is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of its
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Board, provide indemnification and advance expenses to employees and agents of the Corporation and
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others permitted to be indemnified by the New Mexico Nonprofit Corporation Act with the same scope
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and effect as the foregoing indemnification and advancement of expenses of directors and officers.
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Section B. Right of Indemnitee to Bring Suit.
If a valid claim pursuant to subsection (A) of this
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Article is not paid in full by the Corporation within ninety (90) days after a written claim has been
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received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation
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to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be
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entitled to be paid the expense of prosecuting such claim. It shall be a defense to any such action (other
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than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance
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of its final disposition where the required undertaking, if any is required, has been tendered to the
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Corporation) that the claimant has not met the standards of conduct which make it permissible under the
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New Mexico Nonprofit Corporation Act for the Corporation to indemnify the claimant for the amount
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claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the
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Corporation (including its Board, independent legal counsel, or its members) to have made a
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determination prior to the commencement of such action that indemnification of the claimant is proper
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in the circumstances because he or she has met the applicable standard of conduct set forth in the New
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Mexico Nonprofit Corporation Act, nor an actual determination by the corporation (including its Board,
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independent legal counsel, or its' members) that the claimant has not met such applicable standard of
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conduct, shall be a defense to the action or create a presumption that the claimant has not met the
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applicable standard of conduct.
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