RULES OFORDER
Section 1- Sturgis Rules of Order shall govern the deliberations of this Society when not in conflict
with its Bylaws.
ChapterX
INDEMNIFICATION
Section 1:Every person who isor hasbeen a party or is threatened to be made a party toany
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the Society) by reason of the fact that he/she is
or was a delegate, alternate delegate, director/executive council member, officer, member or a
volunteer Livingston District Dental Society member consultant appointed to a committee of the
Society, shall to the full extent now or hereafter permitted by law, be indemnified by the Society
against any and all expenses (including attorney's fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him/her in connection with such action, suit, or
proceeding. This indemnification shall apply only if such person acted in good faith and in a manner
he/she reasonably believed to be in or not apposed to the best interests of the Society, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action,suit,or proceeding by judgment, order, settlement, conviction, or upon a
plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the
best interests of the Society, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his/her conduct was unlawful.
Section 2:Every person who isorhas been a party tooris threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the Society to procure a judgment
in its favor by reason of the fact that he/she is or was a delegate, alternate delegate, director/executive
council member, officer, member, or a volunteer Livingston District Dental Society member consultant
appointed to a committee of the Society, shall, to the full extent now or hereafter permitted by law, be
indemnified by the Society against any and all expenses (including attorneys' fees) actually or
reasonably incurred by him/her in connection with the defense or settlement of such action or suit.
This indemnification shall applyonly ifsuch personactedin good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the Society, except that no
indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the
Society, unless and only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
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