Agenda - 12-13-2011 - 8f - Laserfiche WebLink

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DRAFT PFAPC By-Laws 1 7 The provisions of N.C.G.S. Chapter SSA, Article 8, Part 5, or any successor provision, except as limited by N.C.G.S. Section SSA-2-02 or any successor provision, shall fully apply without restriction or limitation as to indemnification of and advancing litigation expenses to Directors, Officers, employees or agents of the Corporation acting within the scope of their duties. All Officers and Directors shall be deemed to have relied on this provision. To the extent provided in N.C.G.S. Section SSA Article 8, Part 6, or any successor provision, except as limited by N.C.G.S. Section SSA-2-02 or any successor provision, no Director, Officer, employee or agent of the Corporation shall be personally liable for money damages as a result of any action for breach of such person's duty as Director, Officer, employee or agent of the Corporation. No amendment or repeal of this Article, nor adoption of any other amendment to these Articles or By- Laws inconsistent with this provision, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal, or adoption. Article XIII. AMENDMENTS TO BY-LAWS -- Section 13.01 !n General These By-Laws, save and except Section 15.02, may be altered, amended or repealed and new By- Laws may be adopted by the affirmative votes oftwo-thirds of the Directors in office at the time such alteration, amendment, repeal, or adoption is presented. Provided notice of the meeting at which such votes occurred shall have contained a copy of the proposed alteration, amendment, repeal or adoption, or provided such requirement shall have been duly-.waived by all Directors who voted on the alteration, amendment, repeal or adoption.''.. Provided -however that for howsoever long the Corporation contracts with Orange County for financial or other services no alteration, amendment, repeal or adoption to or of these By-Laws shall be effective unless and until it is approved by majority vote of the then sitting Board of Commissioners of Orange County, North Carolina. Article XIV. OFFICES Section 14.01 Principal Office The Corporation's principal office shall be located at such place as the Board may fix from time to time. The street address of the Corporation's initial principal office shall be: 500 Valley Forge Road, Hillsborough, North Cazolina 27278_ Section 14.02 Registered Office The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. The street address of the Corporation's initial registered office shall be: 500 Valley Forge Road, Hillsborough, North Cazolina 27278. Secfion 14.03 Other Offices The Corporation may have offices at such other places within the State of North Cazolina as the Board may designate from time to time. Draft 12/2 15