Resolution No. 4238 - Laserfiche WebLink

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manner which he or she reasonably believed to be in or not opposed to the best interests of the Community organization, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful. 10.2. The community organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Community organization to procure a judgment in its favor by reason of the fact that he or she is or was a director, offi- cer, employee or agent. of the Community organization, or is or was serving at the request of the community organization as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the community organization, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negli- gence or misconduct in the performance of his or her duty to the community Organization unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but i.n. view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. 10.3. To the extent that a director, officer, employee or agent of this corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 10.1 and 10.2 of this Article x ; or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (Including attorney fees) actually and reasonably incurred by him or her in connection therewith. 10.4. Any indemnification under Sections 10.1 and 10.2 of this Article x (unless ordered by a court) shall be made by this Community organization only as authorized in the specific case upon a determination that the director, officer, employee or agent has met the applicable standard of conduct set forth in Sec- tions 10.1 and 10.2 of this Article x and that indemnification is therefore proper in the circumstances. Such determination shall be made: 10.4.1. - By the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or , 10.4.2. If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or W