Pride Houston ® By -‐ Laws Voted in November 03 , 2015
ARTICLE 12 . – INDEMNIFICATION
12.01 When Indemnification is Required , Permitted and Prohibited . a . The Corporation shall indemnify a director , officer , committee member , or agent of the Corporation who was , is or may be a named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation . For the purposes of this article , an agent includes one who is or was serving at the request of the Corporation as a director , officer , partner , venturer , proprietor , trustee , partnership , joint venture , sole proprietor , trust , employee benefit plan , or other enterprise . However , the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that that conduct was in the Corporation ’ s best interest . In a case of criminal proceeding , the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful . The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit . A person is conclusively considered to have been found liable in relation to any claim , issue , or matter if the person has been adjudge liable by a court of competent jurisdiction and all appeals have been exhausted . b . The termination of a proceeding by judgment , order , settlement , conviction , or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation . The Corporation shall pay or reimburse expenses incurred by a director , officer , committee member , employee , or agent of the Corporation in connection with the person ’ s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding . c . In addition to the situation described in this paragraph , the Corporation may indemnify a director , officer , committee member , employee , or agent of the Corporation to the extent permitted by law . However , the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 12.1 ( a ), above . d . Before the final disposition of a proceeding , the Corporation may pay indemnification expenses permitted by the bylaws and authorized by the Corporation . However , the Corporation shall not pay indemnification expenses to a person before the final disposition of a proceeding if the person is a named defendant or respondent in any proceeding brought by the Corporation or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct . e . If , the Corporation may indemnify a person under the bylaws , the person may be indemnified against judgments , penalties , including excise and similar taxes , fines , settlements , and reasonable expenses ( including reasonable attorney ’ s fees ) actually incurred in connection with the proceeding . However , if the proceeding was brought by or on behalf of the Corporation , the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding .
12.02 Procedures Relating to Indemnification Payments a . Before the Corporation may pay any indemnification expenses ( including reasonable attorney ’ s fees ), the Corporation shall specifically determine that indemnification is permissible , authorize indemnification , and determine that expenses to be reimbursed are reasonable , except as provided in paragraph 12.02 ( c ), below . The Corporation may make these determinations and decisions by any one of the following procedures : i . Majority vote of a quorum consisting of directors who , at the time of the vote , are not named defendants or respondents in the proceeding . ii . If such a quorum cannot be obtained , by a majority vote of a committee of the Board of Directors , designated to act in the matter by a majority vote of all directors who at the time of the vote are not named defendants or respondents in the proceeding . iii . Determination by special legal counsel selected by the Board of Directors by vote as provided in paragraph 12.2 ( a )( i ) or 12.2 ( a )( ii ), or if such quorum cannot be obtained and such a committee cannot be established , by a majority of all directors . b . The Corporation shall authorize indemnification and determine that expenses to be reimbursed are
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