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(b) The court finds that his or her conduct fairly and equitably merits such indemnity. The amount <br />of such indemnity shall be so much of the expenses, including attorney fees, incurred in the <br />defense of the action, as the court determines and finds to be reasonable. <br />ARTICLE X. CORPORATE RECORDS, REPORTS AND SEAL <br />SECTION 1. MINUTES OF MEETINGS <br />The Corporation shall keep at its principal office in the state of California, or at such other place as <br />the Board of Directors may order, a book of minutes of all meetings of members, a book of minutes of <br />all meetings of Directors and committees of the Board indicating the time and place of such meetings, <br />whether regular or special, how called, the notice given, and the names of those present and the <br />proceedings thereof, and in the case of special meetings, how authorized. <br />SECTION 2. BOOKS OF ACCOUNTS <br />The Corporation shall keep at its principal office in the state of California, or at such other place as <br />the Board of Directors may order, adequate, current, and correct books and records of account, <br />including accounts of its properties and business transactions and accounts of its assets, liabilities, <br />receipts, disbursements, gains and loss. <br />SECTION 3. ARTICLES OF INCORPORATION/BYLAWS/BOARD OF DIRECTORS <br />The Corporation shall keep at its principal office in the state of California, or at such other place as <br />the Board of Directors may order, a copy of the Corporation's Articles of Incorporation, the Bylaws, as <br />amended to date, and a record of its Board of Directors and officers, indicating their names and <br />addresses and the term of office <br />SECTION 4. DIRECTORS' INSPECTION RIGHTS <br />Every Director shall have the absolute right at any reasonable time to inspect and copy all books, <br />records and documents of every kind and to inspect the physical properties of the Corporation. <br />SECTION 5. MEMBERS' INSPECTION RIGHTS <br />Each and every member shall have the following inspection rights, for a purpose reasonably related <br />to such person's interest as a member to: <br />(a) Inspect and copy the record of all members' names, addresses and voting rights, at <br />reasonable times, upon five (5) business days' prior written demand on the Corporation, which <br />demand shall state the purpose for which the inspection rights are requested. <br />(b) Obtain from the Secretary of the Corporation, upon written demand and payment of a <br />reasonable charge, a list of the names, addresses and voting rights of those members entitled <br />to vote for the election of Directors as of the most recent record date for which the list has <br />been compiled or as of the date specified by the member subsequent to the date of demand. <br />The demand shall state the purpose for which the list is requested. The membership list shall <br />be made available on or before the latter of ten (10) business days after the demand is <br />26 <br />19E-40