19D - CMD ANNUAL REPORT - Laserfiche WebLink

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(b) The court finds that his or her conduct fairly and equitably merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney fees, incurred in the defense of the action, as the court determines and finds to be reasonable. ARTICLE X. CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MINUTES OF MEETINGS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, a book of minutes of all meetings of members, a book of minutes of all meetings of Directors and committees of the Board indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof, and in the case of special meetings, how authorized. SECTION 2. BOOKS OF ACCOUNTS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, adequate, current, and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and loss. SECTION 3. ARTICLES OF INCORPORATION/BYLAWS/BOARD OF DIRECTORS The Corporation shall keep at its principal office in the state of California, or at such other place as the Board of Directors may order, a copy of the Corporation's Articles of Incorporation, the Bylaws, as amended to date, and a record of its Board of Directors and officers, indicating their names and addresses and the term of office SECTION 4. DIRECTORS' INSPECTION RIGHTS Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation. SECTION 5. MEMBERS' INSPECTION RIGHTS Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member to: (a) Inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business days' prior written demand on the Corporation, which demand shall state the purpose for which the inspection rights are requested. (b) Obtain from the Secretary of the Corporation, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the latter of ten (10) business days after the demand is 26 19D-38