Laserfiche WebLink
(d) Amend or repeal any resolution of the board of <br /> directors which by its express terms is not so <br /> amendable or repealable; <br /> (e) Appoint any other committees of the board of directors <br /> or the members of these committees; <br /> (f) Spend corporate funds to support a nominee for <br /> director after there are more people nominated for <br /> director than can be elected. <br /> Section 4.20. Committee Meetings. Meetings and actions <br /> of committees shall be governed by and held and taken in <br /> accordance with the provisions of this Article IV concerning <br /> meetings of Directors, with such changes in the context of <br /> those Bylaws as are necessary to substitute the committee and <br /> its members for the Board of Directors and its members. <br /> Minutes shall be kept of each meeting of any committee and <br /> shall be filed with the corporate records. The Board of <br /> Directors may adopt rules for the governance of any committee <br /> not inconsistent with the provisions of these Bylaws concerning <br /> meetings of Directors. <br /> Section 4.21. Standard of Care General. A Director <br /> shall perform the duties of a Director, including duties as a <br /> member of any committee of the Board on which the Director may <br /> serve, in good faith, in a manner such Director believes to be <br /> in the best interest of this corporation and with such care, <br /> including reasonable inquiry, as an ordinarily prudent person <br /> in a like situation would use under similar circumstances. <br /> In performing the duties of a Director, a Director shall <br /> be entitled to rely on information, opinions, reports or <br /> statements, including financial statements and other financial <br /> data, in each case prepared or presented by: <br /> (a) One or more officers or employees of the corporation <br /> whom the Director believes to be reliable and <br /> competent in the matters presented; <br /> (b) Counsel, independent accountants or other persons as <br /> to matters which the Director believes to be within <br /> such person's professional or expert competence; or <br /> (c) A committee of the Board upon which the Director does <br /> not serve, as to matters within its designated <br /> authority, which committee the Director believes to <br /> merit confidence, so long as in any such case, the <br /> Director acts in good faith, after reasonable inquiry <br /> when the need thereof is indicated by the <br /> circumstances and without knowledge that would cause <br /> such reliance to be unwarranted. <br /> -5- <br />