Article 10 Indemnification of Directors, Officers, Employees and Other Agents
Section 10.1
Definitions . For the purpose of this Article:
(a) “ Agent ” is any person who is or was a Governor, Officer, employee, or other agent of this Club, or is or was serving at the request of this Club as a Governor, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture) trust or other enterprise;
(b)
“ Proceeding ” means any threatened, pending, or completed action
or proceeding, whether civil, criminal, administrative or investigative; and
(c) “ Expenses ” includes, without limitation, all attorney ’ s fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his or her· position or relationship as agent and all attorney ’ s fees, costs, and other expenses included in establishing a right to Indemnification under this Article. Actions Brought by Persons Other than the Club . Subject to the making of the findings required by this Section, the Club shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than action brought by, or on behalf of the Club, or in an action brought on the grounds that such person was or is engaging in self- dealing within the meaning of California Corporations Code Section 5233 or by a person granted realtor status by the Attorney General, or by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an agent of the Club, against expenses, judgments, fines, settlements and other amounts actually and reasonable included in connection with the proceeding. The agent seeking reimbursement must be found, in the manner provided in Section 10.4 below, to have acted in good faith, have acted within the scope of any agency relationship with the Club, and in a manner such person reasonably believed to be in the best interests of the Club, and in the case of criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in the best interest of the Club or that he or she had reasonable cause to believe that his or her conduct was unlawful. Section 10.2
Section 10.3
Indemnification . No indemnification shall be made under this Article:
(a) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Club in the performance of such person ’ s duty to the Club, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of the circumstances or the case, such person is fairly and reasonably entitled to indemnification for the expenses which such court shall determine; or
(b)
Of amounts paid in settling or otherwise disposing of a threatened
or pending action, with or without court approval.
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