CHERRY HILLS COUNTRY CLUB 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 the best interests of the Club; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Club. (c) Indemnify a Director, Officer, Legal Counsel, or employee of the Club to the extent that such person has been successful on the merits in defense of any action, suit, or proceeding referred to in Subsection (a) or (b) of this Section or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith. (d) Authorize indemnification under Subsection (a) or (b) of this Section (unless ordered by a court) in a specific case upon a determination that indemnification of the Director, Officer, Legal Counsel, or employee is proper in the circumstances because he or she has not met the applicable standard of conduct set forth in said Subsection (a) or (b). Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit, or proceeding, or, 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. (e) Authorize payment of expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding as authorized in Subsection (a) of this Section upon receipt of an undertaking by or on behalf of the Director, Officer, Legal Counsel, or employee to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified by the Club as authorized in this Section. (f) Purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Legal Counsel, or employee of the Club, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Club would have the power to indemnify the person against such liability under the provisions of this Section.
ARTICLE III
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