19D - CMD ANNUAL REPORT - Laserfiche WebLink

Home Browse Search

announcement at the meeting at which the adjournment is taken, except as provided in Section 15(b) of this Article. SECTION 22. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. A request for a vote by telephone or electronically may be allowed. A reasonable attempt must be made to reach all Directors. A record of calls made, and the results of said attempt and call must be duly recorded, and shall become part of the minutes of the following meeting of the Board of Directors. Those Directors voting by telephone shall subsequently put their vote in writing and such written ballot shall be made part of the minutes of the next meeting of the Board of Directors. Such action by written consent or telephone vote shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of Downtown Incorporated authorized the Directors to so act, and such statement shall be prima facie evidence of such authority. SECTION 23. NONLIABILITY OF DIRECTORS The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation. Downtown Incorporated shall maintain a policy of Directors and Officers liability insurance coverage for the benefit of the Corporations Directors and Officers. Said directors and Officers insurance shall only be purchased from an insurance company that is licensed to do business in California and is determined to be financially solvent by the California State Insurance commissioner. Said insurance shall be purchased by the Corporation upon the approval of the Corporation's Directors. SECTION 24. INDEMNIFICATION BY CORPORATION OF DIRECTORS To the extent that a person who is, or was, a Director, officer, employee or other agent of Downtown Incorporated has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by Downtown Incorporated but only to the extent allowed by, and in accordance with the requirements of California Nonprofit Corporation Law. 16 19D-28