BYLAWS
OF
Email Mortgage.com, Inc.
ARTICLE I
Offices
The principal office of the Corporation shall initially be
located at Penthouse Suite, 8400 East Prentice Ave., Englewood,
Colorado 80111. The Corporation may have other offices at such
places within or without the State of Colorado as the Board of
Directors may from time to time establish.
ARTICLE II
Registered Office and Agent
The registered office of the Corporation in Colorado shall be
located at Penthouse Suite, 8400 East Prentice Ave., Englewood,
Colorado 80111. and the registered agent shall be Corporate
Filing Corp. The Board of Directors may, by appropriate
resolution from time to time, change the registered office
and/or agent.
ARTICLE III
Meetings of Stockholders
Section 1. Annual Meetings. The annual meeting of the
Stockholders for the election of Directors and for the
transaction of such other business as may properly come before
such meeting shall be held at such time and date as the Board of
Directors shall designate from time to time by resolution duly
adopted.
Section 2. Special meetings. A special meeting of the
Stockholders maybe called at any time by the President or the
Board of Directors, and shall be called by the President upon
the written request of Stockholders of record holding in the
aggregate twenty per cent (20%) or more of the outstanding
shares of stock of the Corporation entitled to vote, such
written request to state the purpose or purposes of the meeting
and to be delivered to the President.
Section 3. Place of Meetings. All meetings of the Stockholders
shall be held at the principal office of the Corporation or at
such other place, within or without the State of Colorado, as
shall be determined from time to time by the Board of Directors
or the Stockholders of the Corporation.
Section 4. Change in Time or Place of Meetings. The time and
place specified in this Article III for annual meetings shall
not be changed within thirty (30) days next before the day on
which such meeting is to be held. A notice of any such change
shall be given to each Stockholder at least twenty (20) days
before the meeting, in person or by letter mailed to his last
known post office address.
Section 5. Notice of Meetings. Written notice, stating the
place, day and hour of the meeting, and in the case of a special
meeting, the purposes for which the meeting is called, shall be
given by or under the direction of the President or Secretary at
least ten (10) days but not more than fifty (50) days before the
date fixed for such meeting; except that if the number of the
authorized shares of the Corporation are to be increased, at
least thirty (30) days' notice shall be given. Notice shall be
given to each Stockholder entitled to vote at such meeting, of
record at the close of business on the day fixed by the Board of
Directors as a record date for the determination of the
Stockholders entitled to vote at such meeting, or if no such
date has been fixed, of record at the close of business on the
day next preceding the day on which notice is given. Notice
shall be in writing and shall be delivered to each Stockholder
in person or sent by United States Mail, postage prepaid,
addressed as set forth on the books of the Corporation. A
waiver of such notice, in writing, signed by the person or
persons entitled to said notice, whether before or after the
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time stated therein, shall be deemed equivalent to such notice.
Except as otherwise required by statute, notice of any adjourned
meeting of the Stockholders shall not be required.
Section 6. Quorum. Except as may otherwise be required by
statute, the presence at any meeting, in person or by proxy, of
the holders of record of one-third of the shares then issued and
outstanding and entitled to vote shall be necessary and
sufficient to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority in interest of
the Stockholders entitled to vote, present in person or by
proxy, or, if no Stockholder entitled to vote is present in
person or by proxy, any Officer entitled to preside or act as
secretary of such meeting, may adjourn the meeting from time to
time for a period not exceeding sixty (60) days in any one case.
At any such adjourned meeting at which a quorum may be present,
any business may be transacted which might have been transacted
at the meeting as originally called. The Stockholders present
at a duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.
Section 7. Voting. Except as may otherwise be provided by
statute or these Bylaws, including the provisions of Section 4
of Article VEII hereof, each Stockholder shall at every meeting
of the Stockholders be entitled to one (1) vote, in person or by
proxy, for each share of the voting capital stock held by such
Stockholder. However, no proxy shall be voted on after eleven
(11) months from its date, unless the proxy provides for a
longer period. At all meetings of the Stockholders, except as
may otherwise be required by statute, the Articles of
Incorporation of this Corporation, or these Bylaws, if a quorum
is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject
matter shall be the act of the Stockholders.
Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held, and persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor
on the books of the Corporation he shall have expressly
empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent said stock and vote thereon.
Shares of the capital stock of the Corporation belonging to the
Corporation shall not be voted directly or indirectly.
Section 8. Consent of Stockholders in Lieu of Meeting. Whenever
the vote of Stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action,
by any provision of statute, these Bylaws, or the Articles of
Incorporation, the meeting and vote of Stockholders may be
dispensed with if all the Stockholders who would have been
entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken.
Section 9. Telephonic Meeting. Any meeting held under this
Article III may be held by telephone, in accordance with the
provisions of the Colorado Business Corporation Act.
Section 10. List of Stockholders Entitled to Vote. The Officer
who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every annual
meeting, a complete list of the Stockholders entitled to vote at
such meeting, arranged in alphabetical order and showing the
address of each Stockholder and the number of shares registered
in the name of each Stockholder. Such list shall be open to the
examination of any Stockholder during ordinary business hours,
for a period of at least ten (10) days prior to election, either
at a place within the city, town or village where the election
is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where said
meeting is to be held. The list shall be produced and kept at
the time and place of election during the whole time thereof and
be subject to the inspection of any Stockholder who may be
present.
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ARTICLE IV
Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors, except
as otherwise provided by statute, the Articles of Incorporation
of the Corporation, or these Bylaws.
Section 2. Number and Qualifications. The Board of Directors
shall consist of at least two (2) members, and not more than
five (5) members, as shall be designated by the Board of
Directors from time to time, and in the absence of such
designation, the Board of Directors shall consist of two (2)
members. This number may be changed from time to time by
resolution of the Board of Directors. However, no such change
shall have the effect of reducing the number of members below
two (2). Directors need not be residents of the State of
Colorado or Stockholders of the Corporation. Directors shall be
natural persons of the age of eighteen (18) years or older.
Section 3. Election and Term of Office. Members of the initial
Board of Directors of the Corporation shall hold office until
the first annual meeting of Stockholders. At the first annual
meeting of Stockholders, and at each annual meeting thereafter,
the Stockholders shall elect Directors to hold office until the
next succeeding annual meeting. Each Director shall hold office
until his successor is duly elected and qualified, unless sooner
displaced. Election of Directors need not be by ballot.
Section 4. Compensation. The Board of Directors may provide by
resolution that the Corporation shall allow a fixed sum and
reimbursement of expenses for attendance at meetings of the
Board of Directors and for other services rendered on behalf of
the Corporation. Any Director of the Corporation may also serve
the Corporation in any other capacity, and receive compensation
therefor in any form, as the same may be determined by the Board
in accordance with these Bylaws.
Section 5. Removals and Resignations. Except as may otherwise be
provided by statute, the Stockholders may, at any special
meeting called for the purpose, by a vote of the holders of the
majority of the shares then entitled to vote at an election of
Directors, remove any or all Directors from office, with or
without cause.
A Director may resign at any time by giving written notice to
the Board of Directors, the President or the Secretary of the
Corporation. The resignation shall take effect immediately upon
the receipt of the notice, or at any later period of time
specified therein. The acceptance of such resignation shall not
be necessary to make it effective, unless the resignation
requires acceptance for it to be effective.
Section 6. Vacancies. Any vacancy occurring in the office of a
Director, whether by reason of an increase in the number of
directorships or otherwise, may be filled by a majority of the
Directors then in office, though less than a quorum. A Director
elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office, unless sooner displaced.
When one or more Directors resign from the Board, effective at a
future date, a majority of the Directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective. Each
Director so chosen shall hold office as herein provided in the
filling of other vacancies.
Section 7. Executive Committee. By resolution adopted by a
majority of the Board of Directors, the Board may designate one
or more committees, including an Executive Committee, each
consisting of one (1) or more Directors. The Board of Directors
may designate one (1) or more Directors as alternate members of
any such committee, who may replace any absent or disqualified
member at any meeting of such committee. Any such committee, to
the extent provided in the resolution and except as may
otherwise be provided by statute, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the
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seal of the Corporation to be affixed to all papers which may
require the same. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the
Board of Directors, or any member thereof, of any responsibility
imposed upon it or him by law. If there be more than two (2)
members on such committee, a majority of any such committee may
determine its action and may fix the time and place of its
meetings, unless provided otherwise by the Board. If there be
only two (2) members, unanimity of action shall be required.
Committee action may be by way of a written consent signed by
all committee members. The Board shall have the power at any
time to fill vacancies on committees, to discharge or abolish
any such committee, and to change the size of any such
committee.
Except as otherwise prescribed by the Board of Directors, each
committee may adopt such rules and regulations governing its
proceedings, quorum, and manner of acting as it shall deem
proper and desirable.
Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of
Directors. Failure to submit such record, or failure of the
Board to approve any action indicated therein will not, however,
invalidate such action to the extent it has been carried out by
the Corporation prior to the time the record of such action was,
or should have been, submitted to the Board of Directors as
herein provided.
ARTICLE V
Meetings of Board of Directors
Section 1. Annual Meetings. The Board of Directors shall meet
each year immediately after the annual meeting of the
Stockholders for the purpose of organization, election of
Officers, and consideration of any other business that may
properly be brought before the meeting. No notice of any kind
to either old or new members of the Board of Directors for such
annual meeting shall be necessary.
Section 2. Regular Meetings. The Board of Directors from time to
time may provide by resolution for the holding of regular
meetings and fix the time and place of such meetings. Regular
meetings may be held within or without the State of Colorado.
The Board need not give notice of regular meetings provided that
the Board promptly sends notice of any change in the time or
place of such meetings to each Director not present at the
meeting at which such change was made.
Section 3. Special Meetings. The Board may hold special meetings
of the Board of Directors at any place, either within or without
the State of Colorado, at any time when called by the President,
or two or more Directors. Notice of the time and place thereof
shall be given to and received by each Director at least three
(3) days before the meeting. A waiver of such notice in
writing, signed by the person or persons entitled to said
notice, either before or after the time stated therein, shall be
deemed equivalent to such notice. Notice of any adjourned
special meeting of the Board of Directors need not given.
Section 4. Quorum. The presence, at any meeting, of a majority
of the total number of Directors shall be necessary and
sufficient to constitute a quorum for the transaction of
business. Except as otherwise required by statute, the act of a
majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors; however,
if only one (1) Director is present, unanimity of action shall
be required. In the absence of a quorum, a majority of the
Directors present at the time and place of any meeting may
adjourn such meeting from time to time until a quorum is
present.
Section 5. Consent of Directors in Lieu of meeting. Unless
otherwise restricted by statute, the Board may take any action
required or permitted to be taken at any meeting of the Board of
Directors without a meeting, if a written consent thereto is
signed by all members of the Board, and such written consent is
filed with the minutes of proceedings of the Board.
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Section 6. Telephonic Meeting. Any meeting held under this
Article V may be held by telephone, in accordance with the
provisions of the Colorado Business Corporation Act.
Section 7. Attendance Constitutes Waiver. Attendance of a
Director at a meeting constitutes a waiver of any notice to
which the Director may otherwise have been entitled, except
where a Director attends a meeting for the express purpose of
objecting the transaction of any business because the meeting is
not lawfully called or convened.
ARTICLE VI
Officers
Section 1. Number. The Corporation shall have a President, one
or more Vice Presidents as the Board may from time to time
elect, a Secretary and a Treasurer, and such other Officers and
Agents as may be deemed necessary. One person may hold any two
offices except the offices of President and Secretary.
Section 2. Election, Term of Office and Qualifications. The
Board shall choose the Officers specifically designated in
Section 1 of this Article VI at the annual meeting of the Board
of Directors and such Officers shall hold office until their
successors are chosen and qualified, unless sooner displaced.
Officers need not be Directors of the Corporation.
Section 3. Subordinate Qfficers. The Board of Directors, from
time to time, may appoint other Officers and Agents, including
one or more Assistant Secretaries and one or more Assistant
Treasurers, each of whom shall hold office for such period, and
each of whom shall have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors
from time to time may determine. The Board of Directors may
delegate to any Officer the power to appoint any such
subordinate Officers and Agents and to prescribe their
respective authorities and duties.
Section 4. Removals and Resignations. The Board of Directors
may, by vote of a majority of their entire number, remove from
office any Officer or Agent of the Corporation, appointed by the
Board of Directors.
Any Officer may resign at any time by giving written notice to
the Board of Directors. The resignation shall take effect
immediately upon the receipt of the notice, or any later period
of time specified therein. The acceptance of such resignation
shall not be necessary to make it effective, unless the
resignation requires acceptance for it to be effective.
Section 5. Vacancies. Whenever any vacancy shall occur in any
office by death, resignation, removal, or otherwise, it shall be
filled for the unexpired portion of the term in the manner
prescribed bv these Bylaws for the regular election or
appointment to such office, at any meeting of Directors.
Section 6. The President. The President shall be the chief
executive officer of the Corporation and, subject to the
direction and under the supervision of the Board of Directors,
shall have general charge of the business, affairs and property
of the Corporation, and shall have control over its Officers,
Agents and Employees. The President shall preside at all
meetings of the Stockholders and of the Board of Directors at
which he is present. The President shall do and perform such
other duties and may exercise such other powers as these Bylaws
or the Board of Directors from time to time may assign to him.
Section 7. The Vice President. At the request of the President
or in the event of his absence or disability, the Vice
President, or in case there shall be more than one Vice
President, the Vice President designated by the President, or in
the absence of such designation, the Vice President designated
by the Board of Directors, shall perform all the duties of the
President, and when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the President. Any
Vice President shall perform such other duties and may exercise
<PAGE>37
such her powers as from time to time these Bylaws or by the
Board of Directors or the President be assign to him.
Section 8. The Secretary. The Secretary shall:
a. record all the proceedings of the meetings of the Corporation
and Directors in a book to be kept for that purpose;
b. have charge of the stock ledger (which may, however, be kept
by any transfer agent or agents of the Corporation under the
direction of the Secretary), an original or duplicate of which
shall be kept at the principal office or place of business of
the Corporation in the State of Colorado;
C. see that all notices are duly and properly given;
d. be custodian of the records of the Corporation and the Board
of Directors, and the and of the seal of the Corporation, and
see that the seal is affixed to all stock certificates prior to
their issuance and to all documents for which the Corporation
has authorized execution on its behalf under its seal;
e. see that all books, reports, statements, certificates, and
other documents and records required by law to be kept or filed
are properly kept or filed;
f. in general, perform all duties and have all powers incident
to the office of Secretary, and perform such other duties and
have such other powers as these Bylaws, the Board of Directors
or the President from time to time may assign to him; and
g. prepare and make, at least ten (10) days before every
election of Directors, a complete list of the Stockholders
entitled to vote at said election, arranged in alphabetical
order.
Section 9. 7he Treasurer. The Treasurer shall:
a. have supervision over the funds, securities, receipts and
disbursements of the Corporation;
b. cause all moneys and other valuable effects of the
Corporation to be deposited in its name and to its credit, in
such depositories as the Board of Directors or, pursuant to
authority conferred by the Board of Directors, its designee
shall select;
C. cause the funds of the Corporation to be disbursed by checks
or drafts upon the authorized depositories of the Corporation,
when such disbursements shall have been duly authorized;
d. cause proper vouchers for all moneys disbursed to be taken
and preserved;
e. cause correct books of accounts of all its business and
transactions to be kept at the principal office of the
Corporation;
f. render an account of the financial condition of the
Corporation and of his transactions as Treasurer to the
President or the Board of Directors, whenever requested;
g. be empowered to require from the Officers or Agents of the
Corporation reports or statements giving such information as he
may desire with respect to any and all financial transactions of
the Corporation; and
h. in general, perform all duties and have all powers incident
to the office of Treasurer and perform such other duties and
have such other powers as from time to time may be assigned to
him by these Bylaws or by the Board of Directors or the
President.
Section 10. Sales. The Board of Directors shall from time to
time fix the salaries of the Officers of the Corporation. The
Board of Directors may delegate to any person the power to fix
the salaries or other compensation of any Officers or Agents
appointed, in accordance with the provisions of Section 3 of
this Article VI. No Officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of
the Corporation. Nothing contained in this Bylaw shall be
<PAGE>38
construed so as to obligate the Corporation to pay any Officer a
salary, which is within the sole discretion of the Board of
Directors.
Section 11. Surety Bond. The Board of Directors may in its
discretion secure the fidelity of any or all of the Officers of
the Corporation by bond or otherwise.
ARTICLE VII
Execution of Instruments
Section 1. Checks, Drafts, Etc. The President and the Secretary
or Treasurer shall sign all checks, drafts, notes, bonds, bills
of exchange and orders for the payment of money of the
Corporation, and all assignments or endorsements of stock
certificates, registered bonds or other securities, owned by the
Corporation, unless otherwise directed by the Board of
Directors, or unless otherwise required by law. The Board of
Directors may, however, authorize any Officer to sign any of
such instruments for and on behalf of the Corporation without
necessity of countersignature, and may designate Officers or
Employees of the Corporation other than those named above who
may, in the name of the Corporation, sign such instruments.
Section 2. Execution of Instruments Generally. Subject always to
the specific direction of the Board of Directors, the President
shall execute all deeds and instruments of indebtedness made by
the Corporation and all other written contracts and agreements
to which the Corporation shall be a party, in its name, attested
by the Secretary. The Secretary, when necessary required, shall
affix the corporate seal thereto.
Section 3. Proxies. The President and the Secretary or an
Assistant Secretary of the Corporation or by any other person or
persons duly authorized by the Board of Directors may execute
and deliver proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the
Corporation from time to time on behalf of the Corporation.
ARTICLE VIII
Capital Stock
Section 1. Certificates of Stock. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed in
the name of the Corporation by the President and by the
Secretary of the Corporation, certifying the number of shares
owned by that person in the Corporation. Certificates of stock
shall be in such form as shall, in conformity to law, be
prescribed from time to time by the Board of Directors.
Section 2. Transfer of Stock. Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the
holder of record thereof or by his attorney duly authorized in
writing, upon surrender to the Corporation of the certificates
for such shares endorsed by the appropriate person or persons,
with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require. Surrendered certificates shall be cancelled
and shall be attached to their proper stubs in the stock
certificate book.
Section 3. Rights of Corporation with Respect to Registered
Owners. Prior to the surrender to the Corporation of the
certificates for shares of stock with a request to record the
transfer of such shares, the Corporation may treat the
registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all
the rights and powers of an owner.
Section 4. Closina Stock Trans-fer Book The Board of Directors
may close the Stock Transfer Book of the Corporation for a
period not exceeding fifty (50) days preceding the date of any
meeting of Stockholders, the date for payment of any dividend,
the date for the allotment of rights, the date when any change,
conversion or exchange of capital stock shall go into effect or
for a period of not exceeding fifty (50) days in connection with
<PAGE>39
obtaining the consent of Stockholders for any purpose. However,
in lieu of closing the Stock Transfer Book, the Board of
Directors may in advance fix a date, not exceeding fifty (50)
days preceding the date of any meeting of Stockholders, the date
for the payment of any dividend, the date for the allotment of
rights, the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination
of the Stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such
consent. In such case such Stockholders of record on the date
so fixed, and only such Stockholders shall be entitled to such
notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after any such
record date fixed as aforesaid.
Section 5. Lost, Destroyed and Stolen Ceitiflcates. The
Corporation may issue a new certificate of shares of stock in
the place of any certificate theretofore issued and alleged to
have been lost, destroyed or stolen. However, the Board of
Directors may require the owner of such lost, destroyed or
stolen certificate or his legal representative, to: (a) request
a new certificate before the Corporation has notice that the
shares have been acquired by a bona fide purchaser; (b) furnish
an affidavit as to such loss, theft or destruction; (c) file
with the Corporation a sufficient indemnity bond; or (d) satisfy
such other reasonable requirements, including evidence of such
loss, destruction, or theft as may be imposed by the
Corporation.
ARTICLE IX
Dividends
Section 1. Sources of Dividends. The Directors of the
Corporation, subject to the Colorado Business Corporation Act,
may declare and.pay dividends upon the shares of the capital
stock of the Corporation.
Section 2. Reserves. Before the payment of any dividend, the
Directors of the Corporation may set apart out of any of the
funds of the Corporation available for dividends a reserve or
reserves for any proper purpose, and the Directors may abolish
any such reserve in the manner in which it was created.
Section 3. Reliance on Corporate Records. A Director in relying
in good faith upon the books of account of the Corporation or
statements prepared by any of its officials as to the value and
amount of the assets, liabilities, and net profits of the
Corporation, or any other facts pertinent to the existence and
amount of surplus or other funds from which dividends might
properly be declared and paid shall be fully protected.
Section 4. Manner of Pa-yment. Dividends may be paid in cash, in
property, or in shares of the capital stock of the Corporation.
ARTICLE X
Seal and Fiscal Year
Section 1. Seal. The corporate seal, subject to alteration by
the Board of Directors, shall be in the form of a circle, shall
bear the name of the Corporation, and shall indicate its
formation under the laws of the State of Colorado and the year
of incorporation. Such seal may be used by causing it or a
facsimile thereof to be impressed, affixed, or otherwise
reproduced.
Section 2. Fiscal Year. The Board of Directors shall, in its
sole discretion, designate a fiscal year for the Corporation.
<PAGE>40
ARTICLE XI
Amendments
Except as may otherwise be provided herein, a majority vote of
the whole Board of Directors at any meeting of the Board shall
be sufficient to amend or repeal these Bylaws.
ARTICLE XII
Indemnification of Officers and Directors
Section 1. Exculpation. No Director or Officer of the
Corporation shall be liable for the acts, defaults, or omissions
of any other Director or Officer, or for any loss sustained by
the Corporation, unless the same has resulted from his own
willful misconduct, willful neglect, or gross negligence.
Section 2. Indemnification. Each Director and Officer of the
Corporation and each person who shall serve at the Corporation's
request as a director or officer of another corporation in which
the Corporation owns shares of capital stock or of which it is a
creditor shall be indemnified by the Corporation against all
reasonable costs, expenses and liabilities (including reasonable
attorneys' fees) actually and necessarily incurred by or imposed
upon him in connection with, or resulting from any claim,
action, suit, proceeding, investigation, or inquiry of whatever
nature in which he may be involved as a party or otherwise by
reason of his being or having been a Director or Officer of the
Corporation or such director or officer of such other
corporation, whether or not he continues to be a Director or
Officer of the Corporation or a director or officer of such
other corporation, at the time of the incurring or imposition of
such costs, expenses or liabilities, except in relation to
matters as to which he shall be finally adjudged in such action,
suit, proceeding, investigation, or inquiry to be liable for
willful misconduct, willful neglect, or gross negligence toward
or on behalf of the Corporation in the performance of his duties
as such Director or Officer of the Corporation or as such
director or officer of such other corporation. As to whether or
not a Director or Officer was liable by reason of willful
misconduct, willful neglect, or gross negligence toward or on
behalf of the Corporation in the performance of his duties as
such Director or Officer of the Corporation or as such director
or officer of such other corporation, in the absence of such
final adjudication of the existence of such liability, the Board
of Directors and each Director and Officer may conclusively rely
upon an opinion of independent legal counsel selected by or in
the manner designated by the Board of Directors. The foregoing
right to inden-mification shall be in addition to and not in
limitation of all other rights which such person may be entitled
as a matter of law, and shall inure to the benefit of the legal
representatives of such person.
Section 3. Liability Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, association, or other
enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his
status as such, whether or not he is indemnified against such
liability by this Article XII.
