Attachment C: By-Laws
threatened), arising in whole or in part, directly or indirectly from conduct in which
such Member, Member representative, Director, Officer, committee member,
employee, assignee, or agent has engaged in good faith. However, no such
indemnification shall apply in relation to any matter involving (i) a breach of their duty
of loyalty to CPCNH,; (ii) acts or omission which are not in good faith or which
involved intentional misconduct or a knowing violation of law; or (iii) a transaction
from which the Director, Officer, Member representative, committee member,
employee, assignee, or agent derived an improper personal benefit.
In the event of settlement of any such action, suit or proceeding brought or
threatened, such indemnification shall be limited to matters covered by the settlement
as to which CPCNH is advised by counsel that such Member, Member representative,
Director, Officer, committee member, employee, assignee, or agent is not liable for
misconduct as such, The foregoing right of indemnification shall be in addition to any
rights to which any Member (including its governing body), Member representative,
Director, Officer, committee member, employee, assignee, or agent may otherwise be
entitled,
Section 13.2 Insurance
CPNH shall self-provide or acquire insurance coverage as is necessary to
protect the interests of the CPCNH, the Members, employees, agents, and the public
and to indemnify such persons in instances in which they may be indemnified
pursuant to Section 13.1 in this Article XIII.
These By-Laws were approved by the Board on __, 2021.
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