Orange County NC Website
Browse       Search
indemnified by the Corporation to the fullest extent permitted by law against: reasonable <br /> expenses, including attorney's fees, actually and necessarily incurred in connection with any <br /> threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, <br /> administrative, or investigative, and whether or not brought by or on behalf of the <br /> Corporation, seeking to hold them liable by reason of the fact that they are or were acting in <br /> such capacity; and reasonable payments made by them in satisfaction of any judgment, <br /> money decree, find, penalty, or settlement for which they may have become liable in any <br /> such action, suit, or proceeding. <br /> 7. The Board of Directors of the Corporation shall take all action as may be necessary and <br /> appropriate to authorize the Corporation to pay the indemnification required by this Bylaw, <br /> including without limitation,to the extent needed, making a good faith evaluation of the <br /> manner in which the claimant for indemnity acted and of reasonable amount of indemnity <br /> due them, and giving notice to, and obtaining approval by,the voting members of the <br /> Corporation. <br /> 8. Any person who at any time after the adoption of these Bylaws serves or has served in any of <br /> the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing, or to <br /> have done so in reliance upon, and as consideration for, the right of indemnification provided <br /> herein. Such rights shall inure to the benefit of the legal representatives of any such person <br /> and shall not be exclusive of any other rights to which such persons may be entitled apart <br /> from the provision of this Bylaw. <br /> 9. The fiscal year of the Corporation shall be from July 1 to June 30. <br /> 10. Except as otherwise provided herein, these Bylaws may be amended or repealed and new <br /> Bylaws may be adopted by the affirmative vote of a two-thirds (2/3) majority of the <br /> Membership entitled to cast votes on business of the corporation. Proposed changes to these <br /> bylaws shall be posted via written notice or electronic mail at least thirty (30) days prior to <br /> voting on said changes. <br /> 11. The Corporation shall not be operated or conducted for profit and no part of any profits or <br /> any remainder of residue from funds of, or received by,the Corporation shall inure to the <br /> benefit of any member, Officer, or Director of the Corporation. <br /> 12. In the event of dissolution of the Corporation other than for purposes of reorganization, <br /> whether voluntary or involuntary, or by operation of law, none of the property nor assets of <br /> the Corporation, nor any proceeds thereof, shall be distributed to any member, Officer, or <br /> Director of the Corporation. <br /> 13. In procedures not covered by these Bylaws,NC General Statutes governing non-profit <br /> corporations and the current edition of Roberts' Rules of Order Revised shall be the <br /> authority. <br /> Article XI <br /> Election as a Section 501(C)(3) Corporation <br />