As of 2008, this Article is up to date
Poetry Slam, Inc.
Limitation on Liability
Section 1. Liabilities.
(a) Liability to Corporation. A member of the Executive Council who is a volunteer director (defined herein as anyone elected to and serving on Executive Council as President, Vice President, Secretary, Treasurer, Trustee and who receives less than $100 (one hundred dollars) per year in salary or wages from Poetry Slam, Inc.) is not personally liable to the corporation or its members for monetary damages for breach of the Executive Council memberís fiduciary duties; provided, however, this does not pertain to and the Executive Council member remains liable for:
(1) Breach of the memberís duty or loyalty to the corporation or its members;
(2) Act or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
(3) A violation of any local, state or federal law restricting or relating to making unauthorized dividends or distributions;
(4) A transaction from which the member derived an improper personal benefit;
(5) An act or omission that is grossly negligent.
(b) Claims by Third Parties. The corporation assumes liability to any person other than the corporation or its members for acts or omissions of an Executive Council Member who is a volunteer director (as defined above) incurred in the good-faith performance of the Executive Councilís duties. The corporation also assumes the liability for all acts or omissions of a nondirector volunteer if all the following are met:
(1) The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
(2) The volunteer was acting in good faith.
(3) The volunteerís conduct did not amount to gross negligence or willful and wanton misconduct.
(4) The volunteerís conduct was not an intentional tort.
(5) The volunteerís conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed under local, state or federal laws.
(c) Indemnification. The corporation indemnifies all Executive Council members, officers, and nondirector volunteers of the corporation in any action, suit or proceedings applicable under local, state and federal law, in the manner permitted and to the extent not prohibited either by local, state or federal law, or by Chapter 42 of the Internal Revenue Code. The Executive Council may contract for the purchase of insurance against liability as permitted by Section 567 of that Act.
Section 2. Reimbursement.
(a) To the extent that an Executive Council member, officer, employee, nondirector volunteer or agent of the corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Section 1 or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneysí fees) actually and reasonably incurred by him or heir in connection with the defense.
(b) Any indemnification under Section 1 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Executive Council member, officer, employee, nondirector volunteer, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Such determination shall be made in either of the following ways:
(1) By the executive Council by a majority vote of a quorum consisting of Executive Council members who were not parties to such action, suit or proceeding; or
(2) If such quorum is not obtainable, or, even if a quorum is obtainable if a quorum of disinterested Executive Council members so directs, by written opinion of independent legal council.
Section 3. Advancement of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 1 may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection (b) of Section 2 upon receipt of an undertaking by or on behalf of the Executive Council member, officer, employee, nondirector volunteer, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation.
Section 4. Limitations. The corporation shall make no provisions to indemnify Executive Council members, officers, employees, nondirector volunteers, or agents in any action, suit or proceeding referred to in Section 1 which shall be in conflict with the provisions of this Article. Nothing contained in this Article shall affect any rights to indemnifications to which persons other than Executive Council members, officers, and nondirector volunteers may be entitled by contract or otherwise by law. The indemnification provided for in this Article shall continue as to a person who has ceased to be an Executive Council member, officer, employee, nondirector volunteer, or agent and shall inure to the benefit of the heirs and personal representative of such person.
Section 5. Insurance. The Executive Council may, in the exercise of its discretion, from time to time authorize by resolutions duly adopted, purchase and maintain insurance on behalf of any person who is or was an Executive Council member, officer, employee, nondirector volunteer, or agent of the corporation, or is or was serving at the request of the nondirector volunteer, or agent of the corporation, or is or was serving at the request of the corporation as an Executive Council member, officer, employee, nondirector volunteer, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out his or her stature as such, whether or not the corporation would have power to indemnify him or her against such liability under Section 1 of this Article.
Section 6. Merger and Reorganization. For the purposes of Section 1 through 5 of this Article, references to the corporation include all constituent corporations absorbed in a consolidation merger and the resulting or surviving corporation, so that a person who is or was an Executive Council member, officer, employee, nondirector volunteer, or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity.
Section 7. Application of the Articles of Incorporation. The provisions of this Article shall apply except to the extent they may be inconsistent with and prohibited by the Internal Revenue Code and the Regulations promulgated thereunder or any other applicable law or regulations.