IACA Board of Directors Guidebook - page 36

Page 16 of 15
As edited/corrected March 25, 2011
where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant
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has not met the standards of conduct which make it permissible under the New Mexico Nonprofit
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Corporation Act for the Corporation to indemnify the claimant for the amount claimed, but the burden of
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proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its
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Board, independent legal counsel, or its members) to have made a determination prior to the
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commencement of such action that indemnification of the claimant is proper in the circumstances because
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he or she has met the applicable standard of conduct set forth in the New Mexico Nonprofit Corporation
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Act, nor an actual determination by the corporation (including its Board, independent legal counsel, or its'
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members) that the claimant has not met such applicable standard of conduct, shall be a defense to the
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action or create a presumption that the claimant has not met the applicable standard of conduct.
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Section C. Non-Exclusivity.
The right to indemnification and the payment of expenses incurred in
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defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive
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of any other right which any person may have or hereafter acquire under any statute, provision of the
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Corporation's Articles of Incorporation, Bylaws, agreement, vote of members or disinterested Directors
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or otherwise.
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Section D. Insurance.
The corporation may maintain insurance, at its expense, to protect itself and any
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Director, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership,
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joint venture, trust or other incorporated or unincorporated enterprise (including an employee benefit plan
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or trust) against any such expense, liability or loss, whether or not the corporation would have the power
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to indemnify such person against such expense, liability or loss under the New Mexico Nonprofit
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Corporation Act.
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ARTICLE XVII NONPROFIT CORPORATION ACT
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Section A. Non-Profit Corporation Act.
In the absence of any specific provisions in these Bylaws,
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reference is specifically made to the Nonprofit Corporation Act of the State of New Mexico, governing
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such corporations.
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