Board Of Aldermen - Agenda - 4/27/2021 - P139

CPCNH JPA — Articles of Agreement (p. 17)

Limitation of Personal Liability
EIGHTH:. . . There shall be no personal liability of a director, an officer, or
both, to the corporation for monetary damages for breach of fiduciary duty as a

director, an officer, or both, except with respect to:

1. Any breach of the director's or officer's duty of loyalty to the
corporation. [fiduciary & good faith governance duties]

2. Acts or omissions which are not in good faith or which involve
intentional misconduct or a knowing violation of law.

3. Any transaction from which the director, officer, or both, derived
an improper personal benefit.

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