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In all cases where indemnification is sought, the <br /> corporation shall be subject to the following restrictions and <br /> requirements: <br /> (a) Where the action or proceeding is brought on behalf of <br /> the corporation or involves self dealing transactions, <br /> as defined in Section 4.23 of these Bylaws, the <br /> corporation shall not indemnify against amounts paid <br /> in settlement or judgment amounts, but shall, upon the <br /> express authorization of the Board, indemnify the <br /> director, officer, employee or agent against expenses <br /> incurred in defense of an action arising from his or <br /> her relation to the corporation. To indemnify in such <br /> cases the Board must find the person met the <br /> statutorily prescribed standard of care by acting (1) <br /> in good faith, (2) in the best interests of the <br /> corporation, and (3) with the care of an ordinarily <br /> prudent person. <br /> (b) Where the person seeking indemnification under this <br /> section has been held liable to the corporation, or <br /> has settled his or her liability to the corporation, <br /> the corporation shall not indemnify against expenses <br /> without the approval of the court or the Attorney <br /> General. <br /> (c) The Board shall determine whether the person seeking <br /> indemnification has acted in accordance with the <br /> standard of care set forth in subsection (a) of this <br /> section by a majority vote of a quorum consisting of <br /> disinterested Directors. The termination of any <br /> proceeding in a manner adverse to the defendant <br /> seeking indemnification shall not create a presumption <br /> that such person failed to meet the standard of care. <br /> (d) Where the person seeking indemnification has been <br /> successful on the merits in defense of any action or <br /> proceeding brought on behalf of the corporation or in <br /> defense of any claim or issue involved in such action <br /> or proceeding, the corporation shall indemnify against <br /> all expenses actually or reasonably incurred. <br /> (e) The corporation shall not advance any money to the <br /> person seeking indemnification for the purpose of <br /> defending against any action or proceeding without the <br /> receipt of an undertaking by such person to repay all <br /> advances unless it is ultimately determined that he or <br /> she is entitled to indemnification. <br /> Section 7.6. Insurance. The Board of Directors may <br /> adopt a resolution authorizing the purchase of insurance on <br /> behalf of any Director, officer, employee or agent of this <br /> corporation against any liability asserted against or incurred <br /> by the Director, officer, employee or agent in such capacity or <br /> -10- <br />