Article 3 - Limitation of Liability & Indemnity

3.1 | LIMITATIONS OF LIABILITY

No person shall be liable to the corporation on account of any action taken or omitted to be taken by him in good faith as a director, officer, member of a committee, agent or employee of the corporation, if, in respect thereto, he used or exercised the same degree of care and skill as a prudent person would have used or exercised under the circumstances in the conduct of his own affairs. Without limitation on the foregoing, any such person shall be deemed to have used and exercised such degree of care and skill if he took or omitted to take such action in reliance in good faith upon advice of counsel for the corporation, or reports or information made or furnished to the corporation by any of its officers, accountants, engineers, appraisers or other experts employed by the corporation, and selected, with reasonable care by the Board of Directors, an authorized officer, or committee of the corporation.

3.2 | INDEMNITY

The corporation shall indemnify and hold harmless each director, officer, member of a committee, agent or employee of the corporation and each person who at any time acted in such capacity and their heirs, devises, personal representatives and assigns, against all liability, loss, damage, judgments, expenses, and cost, including attorney’s fees imposed on or incurred by them in connection with any claim asserted against them, by legal proceeding (civil or criminal) or otherwise by reason of their being or having been such director, officer, member of a committee, agent or employee of the corporation, except in relation to matters as to which they shall have been adjudged guilty of negligence or misconduct in the performance of their duty; provided, that the corporation shall be given reasonable notice of the assertion or institution of such claim or proceeding, and, in the event the same shall be settled, in whole or in part, otherwise than by a judgment, the corporation or its counsel shall consent to such settlement and it shall be determined by its counsel or found by a majority of the Board of Directors then in office and not involved in such controversy, that such settlement was to the best interest of the corporation, and the person to be indemnified was not guilty of negligence or misconduct in respect to the matter in which indemnity is sought.

If the corporation has not theretofore fully indemnified any such person, the court having jurisdiction of any action instituted by such person on their claim for indemnity, may assess indemnity against the corporation, or its receiver, trustee or successor, for the amount paid or to be paid by such person in satisfaction of any judgment or in settlement of any such claims (exclusive in either case of any amount paid by the corporation) and any expenses and costs (including attorney’s fees) incurred by them in connection therewith to the extent that the court shall deem reasonable and equitable, provided that the person indemnified was not guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

3.3 | RIGHT CUMULATIVE

The provisions of the Article shall not be deemed exclusive or in limitation of, but shall be deemed cumulative of and in addition to any other limitation of liability or right of indemnity to which such director, officer, member of a committee, agent, or employee of the corporation may be otherwise entitled.