IACA Board of Directors Guidebook - page 35

Page 15 of 15
As edited/corrected March 25, 2011
corporation to provide prior to such amendment), against all expense, liability and loss (including
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attorneys' fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement)
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reasonably incurred or suffered by such person in connection therewith and such indemnification shall
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continue as to a person who has ceased to be Director or officer and shall inure to the benefit of his or her
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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 (or
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a part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the
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Board of the Corporation. The right to indemnification conferred in this Article shall be a contract right
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and shall include the right to be paid by the Corporation the expenses incurred in defending any such
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proceeding in advance of its final disposition; provided, however, that, if the New Mexico Nonprofit
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Corporation Act requires, that payment of such expenses incurred by a Director or officer in his or her
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capacity as a Director or officer of the Corporation (and not in any other capacity in which service was or
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is rendered by such person while a Director or officer, including, without limitation, service to employee
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benefit plans or trusts) in advance of the final disposition of a proceeding, shall be made only upon delivery
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to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so
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advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified
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under this Article or otherwise. The Corporation may, by action of its Board, provide indemnification and
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advance expenses to employees and agents of the Corporation and others permitted to be indemnified by
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the New Mexico Nonprofit Corporation Act with the same scope and effect as the foregoing
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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 Article
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is not paid in full by the Corporation within ninety (90) days after a written claim has been received by
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the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the
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unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid
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the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought
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to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition
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