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2003_0731.special_packet
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2003_0731.special_packet
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JUL-24-2003 10 -49 RATWIK ROSZAK MALONEY 612 339 0038 P ;09 <br />Minnesota Statutes ZUU2, 317A.521 r age z of 4 <br />(1) has not been indemnified by another organization or <br />employee benefit plan for the same liability described in the <br />preceding paragraph with respect to the same acts or omissions; <br />( 2) acted in good faith; <br />(3) received no improper personal benefit and section <br />317A.255, if applicable, has been satisfied; <br />{4} in the case of a criminal proceeding, did not have <br />reasonable cause to believe the conduct was unlawful, and <br />(5) in the case of acts or omissions occurring in the <br />official capacity described in subdivision 1, paragraph (c) , <br />clause (1) or M, reasonably believed that the conduct was in <br />the best interests of the corporation, or in the case of acts or <br />omissions occiirring in the official capacity described in <br />subdivision 1, paragraph (c) , clause (3), reasonably believed <br />that the conduct was not opposed to the best interests of the <br />corporation. If the person's acts or omissions complained of in <br />the proceeding relate to conduct as a director, officer, <br />trustee, employee, or agent of an employee benefit plan, the <br />conduct is not considered to be opposed to the best interests of <br />the corporation if the person reasonably believed that the <br />conduct was in the best interests of the participants or <br />beneficiaries of the employee benefit plan. <br />(b) The termination of a proceeding by judgment, order, <br />settlement, co Friction, or upon a plea of nolo contendere or its <br />equivalent does -%not, cf itself, establish that the person did <br />not meet the criteria in this subdivision. <br />Subd* 3. Advances. Subject to subdivision 4, if a. <br />person is made or threatened to be made a party to a proceeding, <br />the person is entitled, upon written request to the corporation, <br />to payment or reimbursement by the corporation of reasonable <br />expenses, including attorneys fees wind disbursements, incurred <br />by the person in advance of the final disposition of the <br />proceeding: <br />(1) upon receipt by the corporation of a written <br />affirmation by the person of a good faith belief that the <br />criteria for indemnification in subdivision 2 have been <br />satisfied and a written undertaking by the person to repay the <br />amounts paid or reirr bussed. by the corporation, if it is <br />determined that the criteria for indemnification have not been <br />satisfied; and <br />(2 ) after a determination that the facts them known to <br />those making the determination would not preclude <br />indemnification under this section. <br />The written undertaking rewired by clause ( 1) is an <br />unlimited general obligation of the person making it, but need <br />not be secured and must be accepted without reference to <br />financial ability to make the repayment. <br />su►bd * 4. Prohibition or limit on indemnification or <br />advances. The . articles or bylaws may prohibit indemnification <br />or advances of expenses required by this section or may impos e <br />R 18 W` t� t r.n a t fa r �� • r� ri <br />` �' iw m� y f iv. iv 1` m „� ��- ,rn ,VIW a Ai ov�vy )lY W� �i µ�uwr� �ni ear ,iii ;1 1,n, Jl� <br />
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