EXHIBIT 3.3
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BY-LAWS
OF
UNION BANKSHARES, INC.
(as amended)
ARTICLE I
ARTICLES OF ASSOCIATION
The name, location of the registered office, the registered agent,
and the purposes and powers of the Corporation shall be as set forth in the
Articles of Association, and these By-laws; the purposes and powers of the
Corporation and of its directors and shareholders, and all matters
concerning the conduct and regulation of the business of the Corporation
shall be subject to such provisions in regard thereto, if any, as are set
forth in the Articles of Association; and the Articles of Association are
hereby made a part of these By-laws.
All reference in these By-laws to the Articles of Association shall
be construed to mean the Articles of Association of the Corporation as from
time to time amended.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders
commencing with the year 1982 shall be held no sooner than 30 nor more than
90 days after the end of the Corporation's fiscal year, on such date as may
be set by the Board of Directors. The annual meeting of shareholders shall
be held at the registered office of the corporation in Vermont,
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or at such other place either within or without the State of Vermont, as
shall be stated in the notice of the meetings or in a duly executed waiver
thereof. The hour of the meeting shall be such hour as shall be stated in
the notice of the meeting, or in a duly executed waiver thereof. The
purpose of the annual meeting shall be to elect a Board of Directors and to
transact such other business as may properly be brought before the meeting.
Election of directors and of the Secretary need not be by written ballot.
Purposes for which an annual meeting is to be held, additional to those
prescribed by law, by the Articles of Association and by these By-laws, may
be specified by the President, the Board of Directors, the Secretary, or
the Secretary upon the written request of the holders of not less than one-
tenth of all of the shares entitled to vote at the meeting on such
additional purposes. Failure to hold the annual meeting at the designated
time shall not work a forfeiture or dissolution of the Corporation. If
such annual meeting is omitted on the day herein provided therefore, a
special meeting may be held in place thereof, and any business transacted
or elections held at such meeting shall have the same effect as if
transacted or held at the annual meeting. Such special meeting shall be
called in the same manner and as provided for in Article II, Section 2
hereof, relating to special meetings of shareholders.
Section 2. Special Meetings. Special meetings of the shareholders
may be called by the President, the Board of Directors, the Secretary, or
the Secretary upon the written request of the holders of not less than one-
tenth of all the shares entitled to vote at the meeting, for any purpose.
Special meetings shall be held at the registered office of the
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Corporation in Vermont, or at such other place either within or without the
State of Vermont, and on such date and hour as shall be fixed by the
President, the Board of Directors, the Secretary, or the Secretary upon
written request of the holders of not less than one-tenth of all the shares
entitled to vote at the meeting and stated in the notice of the meeting, or
in a duly executed waiver thereof.
Section 3. Notice of Meeting; Waiver. Written notice of the place,
date and hour at which an annual or special meeting is to be held shall be
given personally or put in the regular mails to each shareholder entitled
to vote thereat, not less than ten (10) nor more than fifty (50) days prior
to the meeting by or at the direction of the President, the Secretary, or
the other persons calling the meeting. Notice of a special meeting shall
state, in addition to the foregoing information, the purpose for which it
is called. A written Waiver of Notice of a meeting, signed before or after
the meeting by the person or persons entitled to notice, shall be deemed
equivalent to notice, provided that such Waiver of Notice is inserted in
the corporate minute book. Such a writing need not state the purpose of
the meeting for which it waives notice.
Section 4. Quorum. A majority of the shares entitled to vote
thereat, present in person or represented by proxy, shall be necessary to
and shall constitute a quorum for the transaction of business at all
meetings of the shareholders. When a quorum is once present, it shall not
be broken by the subsequent withdrawal of any shareholders. If the
required quorum shall not be present or represented at any meeting of the
shareholders, the
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shareholders present in person or represented by proxy and entitled to vote
thereat shall have power to adjourn the meeting from time to time, until a
quorum shall be present or represented. At any such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 5. Voting and Proxies. At any meeting of the shareholders
every shareholder having the right to vote shall be entitled to vote in
person, or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Proxies shall be filed with the Secretary of
the meeting, or any adjournment thereof, before being voted. Unless
otherwise provided therein, no proxy shall be valid after eleven months
from the date of its execution. A proxy with respect to shares held in the
name of two or more persons shall be valid if executed by one of them
unless at or prior to exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a shareholder shall be deemed
valid unless challenged at or prior to its exercise. Except as otherwise
provided by law, or by the Articles of Association, each shareholder of
record on the record date for the meeting shall be entitled to one vote for
every share standing in his name on the books of the Corporation. All
elections of directors shall be determined by a plurality vote, and, except
as otherwise provided by the laws of Vermont, the Articles of Association,
or by the By-laws, all other
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matters shall be determined by vote of a majority of the shares present or
represented at such meeting and voting on such questions.
Section 6. Notice and Record Date of Adjourned Meetings. When a
meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, except that if the adjournment
is for more than 30 days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice in the standard form shall be
given to each shareholder of record entitled to vote at the adjourned
meeting. A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of
the meeting, unless the Board of Directors fixes a new record date for the
adjourned meeting.
Section 7. Record of Shareholders; Lists. In order that the
Corporation may determine the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix a
record date, which shall be not more than fifty (50) nor less than ten (10)
days before the date of such meeting. If no record date is fixed for such
purposes, the record date shall be the date on which notice of the meeting
is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, or, if notice of a
meeting is waived, at the close of business on the day next preceding the
day on which the
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meeting is held. The Secretary of the Corporation, or his delegate, shall
prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder
at the registered office of the Corporation, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any shareholder who is present.
Section 8. Stock Ledger. The stock ledger of the Corporation shall
be the only evidence as to who are the shareholders entitled to examine the
stock ledger, the list required by Section 7 of Article II of these By-
laws, the books of the Corporation, or to vote in person or by proxy at any
meeting of shareholders.
Section 9. Shareholders' Right of Inspection. Any shareholder, in
person or by attorney or other agent, shall upon written demand under oath
stating the purposes thereof, have the right during the usual hours of
business to inspect for any proper purpose the Corporation's stock ledger,
a list of its shareholders and its other books and records, and to make
extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as shareholder. In every instance where
an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied
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by a power of attorney or such other writing which authorized the attorney
or other agent to so act on behalf of the shareholder. The demand under
oath shall be directed to the Corporation at its registered office. As
used in this Section, "Shareholder" means a shareholder of record.
Section 10. Action Without a Meeting. Any action required to be
taken at a meeting of the shareholders of the Corporation, or any action
that may be taken at a meeting of the shareholders may be taken without a
meeting, if a consent in writing setting forth the action so taken shall be
signed by all of the shareholders entitled to vote with respect to the
subject matter thereof, provided that such waiver of notice is inserted in
the Corporate minute book. Such consent shall have the same force and
effect as an unanimous vote of shareholders and may be stated as such in
any articles or documents filed with the Secretary of State.
ARTICLE III
DIRECTORS
Section 1. Board of Directors; Number, Terms and Quorum. The number
of directors which shall constitute the Board of Directors shall be no less
than three, the exact number to be determined by the shareholders at each
annual meeting prior to the election of Directors. Directors need not be
residents of the State of Vermont or shareholders. The Board of Directors
shall be elected annually by the shareholders at the annual meeting
thereof. Each Director shall hold office until his successor is elected
and qualified or until his earlier resignation or removal.
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Section 2. Quorum and Voting. A majority of the total number of
directors shall constitute a quorum for the transaction of business. The
vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors except as
these By-laws shall otherwise require.
Section 3. Resignation. Any director may resign at any time upon
delivery of his resignation in writing to the President, the Treasurer or
the Secretary or to the Board of Directors. Such resignation shall be
effective at the date set forth in the notice, and if there is none, then
upon receipt.
Section 4. Committees. The Board of Directors may by resolution
passed by majority of the whole board, designate one or more committees,
including an executive committee from among the members of the whole board.
The board may designate one or more directors as alternate members of any
such committee who may replace any absent or disqualified member at any
meeting of the committee. If no such alternate members have been
designated for such a committee, the members thereof present at any meeting
and not disqualified from voting whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any absent or disqualified member. Any
such committee, to the extent provided in the resolution of the whole board
which establishes it and permitted by Vermont law, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to any papers
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which may require it. Any director may be a member of more than one
committee. The procedures to be followed by such committees with respect
to quorum, voting and other such matters shall be the same as those
specified for meetings of directors.
Section 5. Telephone Meetings and Written Consents. Any action
required or permitted to be taken at any meeting of the Board of Directors
or committees thereof may be taken by telephone conference call, between at
least a majority of the directors, or may also be taken without a meeting
if all members of the board or committee, as the case may be, consent to
such action in writing and the writing or writings are filed in the minute
book of the board or committee.
Section 6. Vacancies and Newly-Created Directorships. If any
vacancies occur on the Board of Directors by reason of the death,
immediately effective resignation, retirement or removal from office of any
director, or increase in the number of directors, all the directors then in
office, although less than a quorum, may by a majority vote choose a
successor or successors. Unless sooner displaced, the directors so chosen
shall hold office until the election of their successors at the next annual
meeting of shareholders. If the directors remaining in office after the
occurrence of a vacancy shall be unable by majority vote to fill such
vacancy within thirty (30) days of the occurrence thereof, the President or
Secretary of the Corporation may call a special meeting of the shareholders
at which such vacancy shall be filled. In the event that one or more
directors tenders a resignation from the board effective at a future date,
the prospective vacancy or vacancies shall be filled by vote of a
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majority of the directors then in office, although less than a quorum,
including those who have so resigned. Such vote shall take effect when
such resignation or resignations shall become effective and each director
so chosen shall, unless sooner displaced, hold office until the due
election and qualification of his successor.
Section 7. Place, Time and Notice of Meetings. The directors may
hold their meeting in such place or places, within and without the State of
Vermont, as the Board of Directors may determine from time to time. The
Board of Directors shall meet each year immediately after the annual
meeting of shareholders, for the purpose of organization, election of
officers, and consideration of any other business that may properly come
before the meeting. No notice of any kind to either old or new members of
the Board of Directors for this annual meeting shall be necessary. Other
meetings of the directors shall be held at the call of the President or of
the Secretary or of any one director. Notice of the date, time and place
of directors' meetings except the annual organization meeting shall be
given to each director entitled thereto by letter, telegram, cable or
radiogram, delivered for transmission not later than during the third day
immediately preceding the day of the meeting, or by word of mouth,
telephone or radiophone received not later than during the second day
immediately preceding the day of the meeting. Such notice may be waived by
a director in a writing signed either before or after the meeting for which
such notice was required to be given, provided that such waiver of notice
is inserted in the minute book, and shall be deemed waived by any director
who attends the meeting for which such notice was
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required to be given, unless such attendance is for the express purpose of
objecting to the holding of the meeting. Notice of a later meeting need
not be given to any director who attended a prior meeting at which such
latter meeting was duly called and the time, date and place thereof
noticed.
Section 8. Chairman of the Meeting. The President of the
Corporation, if present and acting, shall preside at all meetings;
otherwise, a director chosen by a majority of the board at the meeting
shall preside.
Section 9. Removal of Directors. Any and all directors may be
removed with cause by a vote of a majority of the shares issued and
outstanding and entitled to vote at any annual meeting or special meeting
called for such purposes. Notice of such meeting shall state the name or
names of the director or directors whose removal is proposed and the cause
or causes assigned for his removal and a concise statement in defense of
the director or directors prepared by or on behalf of him or them shall
accompany or precede any solicitation of proxies seeking authority to vote
for or against the removal of such director or directors; otherwise, such
proxies may not be voted. The director or directors to be removed must, in
addition to being given sufficient notice to prepare his or their concise
statement of defense as aforementioned, be given an opportunity to present
evidence and arguments on his or their own behalf at the meeting at which
his or their removal is considered.
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ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Corporation shall consist
of a President, a Treasurer, a Vice-President and a Secretary and such
other officers, including, without limitation, a Chairman of the Board of
Directors, one or more Vice-Presidents, Assistant Treasurers and Assistant
Secretaries as the directors at their annual meeting or thereafter from
time to time may elect or appoint. The President, Vice-President,
Secretary and Treasurer shall be elected annually by the directors at their
annual meeting following the annual meeting of the shareholders. Other
officers may be chosen by the directors at such meeting or at any other
time. Each officer shall hold his office until his successor is elected
and qualified or until his earlier death, resignation or removal. Any
officer may resign at any time upon delivering his resignation in writing
to the President, the Treasurer or the Secretary or to a meeting of the
directors. Such resignation shall be effective upon receipt unless
specified to be effective at some other time. Any officer elected by the
Board of Directors may be removed at any time for cause or without cause by
majority vote of the whole Board of Directors taken at a meeting duly
called and held. Neither notice nor a hearing need be given to any officer
proposed to be so removed. Any vacancy occurring in any office of the
Corporation by reason of death, resignation, removal of an officer or
otherwise, shall be filled by the Board of Directors in the same manner as
provided for ordinary elections of officers by directors, and an officer so
chosen shall hold office until the next regular election
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for that office, or until earlier death, resignation or removal. The
salaries of all officers shall be fixed from time to time by the Board of
Directors.
Section 2. President. It shall be the duty of the President to
preside at all meetings of the shareholders and all meetings of the Board
of Directors and to have general authority over the ordinary course of the
business of the Corporation.
Section 3. Vice-President. The Vice-President, or Vice-Presidents,
shall have such powers and duties as shall be assigned to them by the Board
of Directors or the President.
Section 4. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction and under the supervision of the directors, have
general charge of the financial concerns of the Corporation; care and
custody of the funds and valuable papers of the Corporation, except his own
bond; authority to endorse for deposit or collection all notes, checks,
drafts and other obligations for the payment of money payable to the
Corporation or its orders, and to accept drafts on behalf of the
Corporation; authority to pay or cause to be paid all dividends voted by
the Board of Directors; and shall keep, or cause to be kept, accurate books
of account, which shall be the property of the Corporation. If required by
the Board of Directors, he shall give bond for the faithful performance of
his duty in such form, in such sum, and with such sureties as the directors
shall require. Any Assistant Treasurer shall have such powers and duties
as the directors or the President may delegate to him.
Section 5. Secretary. The Secretary shall, in addition to any
duties imposed upon him by virtue of his office pursuant to Vermont law,
the Articles of Association or these By-
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laws, keep an attested copy of the Articles of Association and amendments
thereto, and of these By-laws with a reference on the margin of said By-
laws to all amendments thereof, all of which documents and books shall be
kept at the registered office of the Corporation or at the office of the
Secretary. Unless a transfer agent is appointed, the Secretary shall keep
or cause to be kept, at the registered office of the Corporation or at his
office, the stock and transfer records of the Corporation, in which shall
be contained the names of all shareholders, their record addresses, the
number of shares held by each, the time when they respectively acquired the
shares and the time of any transfers thereof. The Secretary shall also
keep a record of the meetings of the directors. The Secretary shall give
or cause to be given such notice as may be required of all meetings of
shareholders and all meetings of the Board of Directors, and shall keep the
seal of the Corporation in safe custody and affix it to any instrument when
such action is incident to his office or is authorized by the Board of
Directors. Any Assistant Secretary shall have such powers and duties as
the directors or the President shall delegate to him.
Section 6. Other Powers and Duties. Subject to these By-laws, each
officer shall have in addition to the duties and powers specifically set
forth in these By-laws, such duties and powers as the directors or the
President may from time to time delegate to him.
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ARTICLE V
SHARES OF STOCK
Section 1. Amount Authorized. The amount of the authorized capital
stock and the par value, if any, of the shares authorized shall be fixed in
the Articles of Association, as amended from time to time.
Section 2. Stock Certificates. Each shareholder shall be entitled
to a certificate representing the shares of the Corporation owned by him,
under the corporate seal or a facsimile thereof, in such form as may be
prescribed from time to time by the directors. The certificates shall be
signed by the President or a Vice-President, and by the Treasurer or the
Secretary but when a certificate is countersigned by a transfer agent or a
registrar, other than the Corporation itself or an employee thereof, such
signature may be facsimiles, engraved or printed. In case any officer who
has signed or whose facsimile signature has been placed on such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer at the time of its issue.
Every certificate representing the Corporation's shares which are
subject to any restriction on transfer pursuant to the Articles of
Association, the By-laws or any agreement to which the Corporation is a
party, shall have the restriction noted conspicuously on the certificate
and shall also set forth on the face or back thereof either the full text
of the restriction or a statement of the existence of such restriction and
a statement that the
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Corporation will furnish a copy thereof to the holder of such certificate
upon written request and without charge. Every certificate representing
the Corporation's shares issued when the Corporation is authorized to issue
more than one class or series of shares shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series
authorized to be issued or a statement of the existence of such
preferences, powers, qualifications, and rights, and a statement that the
Corporation will furnish a copy thereof to the holder of such certificate
upon written request and without charge.
Section 3. Transfer. Subject to the restrictions, if any, stated or
noted on the certificates, shares may be transferred on the books of the
Corporation by the surrender to the Corporation or its transfer agent of
the certificate therefor properly endorsed by the registered holder or by
his duly authorized attorney pursuant to a written power of attorney
properly executed, and with such proof of the authenticity of signature as
the Secretary of the Corporation or its transfer agent may reasonably
require, if the Corporation has no notice of any adverse claim. Except as
may be otherwise required by law, by the Articles of Association or by
these By-laws, the Corporation shall be entitled to treat the record holder
of shares as shown on its books as the owner of such shares for all
purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of any transfer, pledge, or other disposition
of such shares, until the shares have been transferred on the
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books of the Corporation in accordance with the requirements of these By-
laws. It shall be the duty of each shareholder to notify the Corporation
of his mailing address.
Section 4. Lost or Destroyed Certificates. The Corporation shall
issue a new certificate in the place of any certificate theretofore issued
where the holder of record of the certificate satisfies the following
requirements:
* Claim. Makes proof in affidavit form that it has been lost,
destroyed, or wrongfully taken;
* Timely Request. Requests the issue of a new certificate before
the Corporation has notice that the certificate has been acquired
by a purchaser for value in good faith and without notice of any
adverse claims;
* Bond. Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the Corporation may
direct, to indemnify the Corporation against any claims that may
be made on account of the alleged loss, destruction or theft of
the certificates;
* Other Requirements. Satisfies any other reasonable requirements
imposed by the Corporation.
When a certificate has been lost, apparently destroyed, or wrongfully taken
and the holder of record fails to notify the Corporation within a
reasonable time after he has notice of it, and the Corporation registers a
transfer of the shares represented by this certificate before receiving
such notification, the holder of record is precluded from making any claim
against the Corporation for the transfer or for a new certificate.
Section 5. Fractional Shares. Certificates representing fractional
shares may be issued by the Corporation. No holder of any fractional share
shall be entitled to any vote
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with respect thereto unless, and to the extent that, the holder or holders
of fractional shares aggregating one or more full shares unite for the
purpose of voting at any such meeting, in which case such holder or holders
shall be entitled to one vote at such meeting for each full shares
represented by the aggregate of such fractional shares held by such holder
or holders.
Section 6. Payment for Shares. The consideration for the issuance
of shares may be paid, in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. When payment of the consideration for which shares are to be
issued shall have been received by the Corporation such shares shall be
deemed to be fully paid and nonassessable. Neither promissory notes nor
future services shall constitute payment or part payment for the issuance
of shares of the Corporation. In the absence of fraud in the transaction,
the judgment of the Board of Directors as to the value of the consideration
received for shares shall be conclusive. No certificate shall be issued
for any shares until the share is fully paid.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. Except as from time to time determined by
the directors, the fiscal year of the Corporation shall end on the last day
of December in each year.
Section 2. Seal. The seal of the Corporation shall, subject to
alteration by the directors, consist of a flathead, circular die with the
words "Vermont", "Union Bankshares, Inc." and "1982" cut or engraved
thereon.
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Section 3. Registered Office and Registered Agent. The address of
the registered agent shall be as set forth in the Articles of Association.
The books of the Corporation including its stock ledger, books of account,
and minute books, shall be kept at the registered office of the Corporation
or its Secretary.
Section 4. Agents. The Board of Directors may appoint agents of the
Corporation possessing authority as broad as is not inconsistent with these
By-laws or applicable law.
Section 5. Voting of Shares in Other Corporations. Except as the
directors may otherwise designate, the President or Treasurer may waive
notice of, and appoint any person or persons to act as proxy or attorney in
fact for this Corporation (with or without power of substitution), at any
meeting of shareholders of any other corporation or organization, the
securities of which may be held by this Corporation.
Section 6. Amendments. These By-laws may at any time be repealed,
altered or amended by vote of the directors.
ARTICLE VII
NOTES, CHECKS, DRAFTS AND CONTRACTS
Section 1. The Notes, Checks and Drafts. The notes, checks and
drafts of the corporation shall be signed by such person or persons as the
Board of Directors may from time to time designate and in the absence of
such designation by the Treasurer. Manual signature or signatures shall be
required on all notes and drafts of the Corporation. In the
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case of checks of the Corporation, either manual or facsimile signature or
signatures may be used.
Section 2. Contracts. Contracts of the Corporation shall be
executed by such person or persons as may be generally designated by the
Board of Directors and, in the absence of such designation, by the
President, a Vice-President or the Treasurer.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification Policy. The Corporation shall indemnify
its directors, and, by affirmative vote of a majority of its directors, may
indemnify its officers, employees and agents, against any liability
incurred by any of them in their capacity as such, to the full extent
permitted by the laws of Vermont, in accordance with the following
provisions.
Section 2. Third Party Suits. The Corporation shall indemnify any
director and may indemnify any other person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than by action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding
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if he acted in good faith and in a manner he reasonable believed to be in
or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a pleas of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 3. Derivative Actions. The Corporation shall indemnify any
director and may indemnify any other person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; provided, however, that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for gross negligence or
willful misconduct
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in the performance of his duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
Section 4. Payment in Advance. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article
VIII.
Section 5. Non-exclusivity. The indemnification provided by this
Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall insure to the benefit of the
heirs, executors and administrators of such person.
Section 6. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, partnership, joint venture,
trust or other enterprise against any liability asserted
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against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article
VIII.
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