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all bills of exchange and promissory notes issued by the <br />corporation, except in cases where the signing and execution <br />thereof shall be expressly designated by the Board of Directors or <br />by these Bylaws to some other officer or agent of the Corporation. <br />The Treasurer shall make such payments as may be necessary or <br />proper to be made on behalf of the Corporation. The Treasurer <br />shall enter regularly on the books of the Corporation to be kept by <br />the Treasurer for that purpose a full and accurate account of all <br />moneys and obligations received or paid or incurred by the <br />Treasurer for or on account of the Corporation, and the Treasurer <br />shall exhibit such books at all reasonable times to any director on <br />application of the said Director. The Treasurer shall, in general, <br />perform all the duties incident to the office of Treasurer, subject <br />to the control of the Board of Directors. <br /> <br /> Section 9. The paid Executive Director of the Corporation <br />shall be called the President, and he or she shall have such duties <br />and responsibilities as shall be directed by the Board of <br />Directors. <br /> ARTICLE VII <br /> INDEM/4IFICATION AND REIMBURSEMENT <br /> OF DIRECTOKS AND OFFICERS <br /> <br /> Except to the extent otherwise prohibited by law (including <br />the limitations contained in N.C.G.S. Sec. 50A-1-50) or otherwise <br />prohibited by the Internal Revenue Code, the following <br />indemnification provisions shall apply: <br /> <br />Section 1. Indemnification for ExDenses and Liabilities. <br /> <br /> (a) Any person who at any time serves or has served: <br />(1) as a director, officer, employee, committee member, or agent of <br />the Corporation, partner, trustee, employee or agent of another <br />foreign or domestic corporation, partnership, joint venture, trust, <br />or other enterprise, or (2) at the request of the Corporation as a <br />trustee or administrator under an employee benefit plan, shall have <br />a right to be indemnified by the Corporation to the fullest extent <br />from Proceedings (including without limitation a Proceeding brought <br />by or on behalf of the Corporation itself) arising out of such <br />person's status as such or activities in any of the foregoing <br />capacities or results from such person being called as a witness at <br />a time when such person was not a named defendant or respondent to <br />any Proceeding. <br /> <br /> (b) The Board of Directors of the Corporation shall take <br />all such action as may be necessary and appropriate to authorize <br />the Corporation to pay the indemnification required by this <br />provision, including, without limitation, to the extent needed, <br />making a good faith evaluation of the manner in which the claimant <br /> <br />8 <br /> <br /> <br />