Section 10.4
Determination of Agents Good Faith Conduct . The determination that
the agent met the required standard of conduct shall be made by:
(a)
The Board by a majority vote of a quorum consisting of Governor ’ s
who are not parties to the proceeding; or
(b) the affirmative vote or written ballot of a majority of the votes of Equity Members represented and voting at a duly held meeting at which a quorum is present with the persons to be indemnified not being entitled to vote thereon; or The court in which the proceeding is or was pending. Such determination may be made on application brought by the Club or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Club. (c) Section 10.5 Advance of Expenses . Expenses incurred in defending any proceeding may be advanced by the Club prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article. Limitations . No indemnification or advance shall be made under this Article, except as provided in Section 10.3 and Section 10.5, in any circumstance when it appears: That the indemnification or advance would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the Equity Members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred, or other amounts were paid, which prohibits or otherwise limits indemnification; or (a)
(b)
That the indemnification would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
Section 10.6 Contractual Rights of Non-Governors and Non-Officers . Nothing contained in this Article shall affect any right to indemnification to which persons other than Governors and Officers of the Club, or any subsidiary hereof, may be entitled by contract or otherwise. Insurance . The Board may adopt a resolution authorizing the purchase and maintenance of insurance on the behalf of any agent of the Club against any liability asserted against or incurred by the agent in such capacity or arising out of the agent ’ s status as such, whether or not the Club would have the power to indemnify the agent against that liability under the provisions of this Article. Section 10.7
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