ARTICLE 9
Limitation of Liability, Indemnification
9.1 Liability:
9.1.1 No Director or uncompensated officer of the Corporation shall be personally liable to the Corporation or its Members for monetary damages for conduct as a Director or uncompensated officer; provided that this Article shall not eliminate liability which may not be eliminated under the Act.
9.1.2 No amendment to the Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a Director or uncompensated officer for any act or omission which occurs prior to the effective date of such amendment.
9.1.3 The provisions of this Article are intended to be in addition to and not in limitation of any other provisions of the Bylaws or any agreement of the Corporation or any law that eliminates or limits the liability of Directors, officers and others acting on behalf of the Corporation.
9.2 Indemnification. A Director, Officer, employee, Member or agent of the Corporation shall be indemnified against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any civil action, suit or proceeding in which he or she may be named as a party, and which is in connection with his or her duties as a Director, Officer, Employee, Member or Agent of this Corporation if he or she acted in good faith. and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
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