Section 1. General Powers and Standard of Care
All Corporate powers shall be exercised by, or under the authority of the CEC. The business and affairs of the Corporation shall be managed under the direction of CEC, except as may be otherwise provided in the Act or the Articles.
An Officer shall perform the Officer’s duties in a manner the Officer reasonably believes to be in the best interest of the Corporation and with such care as an ordinary prudent person in a like position would use under similar circumstances. In performing such Officer’s duties, the Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One (1) or more officers or employees of the Corporation who the Officer reasonably believes to be reliable and competent in the matters presented;
(b) Council, public accountants or other persons as to matters which the Officer reasonably believes to be within such person’s professional or expert competence; or
(c) A committee of the CEC upon which such Officer does not serve, duly designated in accordance with a provision of these By Laws, as to matters within its designated authority, which committee the Officer reasonably believes to merit confidence.
The Officer shall not be considered to be acting in good faith if such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted.
Section 2. Officer Conflicts of Interest
No contract or other transaction between the Corporation, one or more of its Officers, any other Corporation, firm, association or entity in which one or more of its directors or officers are financially interested, shall be either void or voidable if:
(a) The fact of such relationship or interest is disclosed or known to the CEC or the committee and they authorize, approve or ratify the contract or transaction by a vote or written consent without counting the vote or consent of such interested Officers; or
(b) The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.
Section 3. Compensation
The Officers shall serve without compensation but reasonable expenses incurred may be reimbursed when expended for and in the interest of the Corporation and approved by the CEC in advance.
Section 4. Loans to Directors
The Corporation shall not lend money to, or use its credit to, assist its Officers.
Section 5. Liability of Officers for Wrongful Distribution of Assets
In addition to any other liabilities imposed by law upon the Officers of the Corporation, the Officers who vote for or assent to any distribution of assets other than in payment of its debts shall be jointly and severally liable to the Corporation for the value of such assets. When the Corporation is insolvent or when such distribution of assets would render the Corporation insolvent, or during the liquidation of the Corporation without the payment and discharge of or making provisions for all known debts, obligations and liabilities of the Corporation, the Officers who vote for, or assent to, any such distribution shall be jointly and severally liable for the value of such assets to the extent that such debts, obligations and liabilities of the Corporation are not thereafter paid and discharged.
An Officer shall not be liable under this section if, in the exercise of ordinary care, such Officer relied upon, and acted in good faith upon, written financial statements of the Corporation represented to such Officer to be correct by the Chair or by the Officer of the Corporation having charge of its books of account, or certified by an independent licensed or certified public accountant or firm of such accountants. Nor shall such Officer be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution, such Officer considered the assets to be of their book value.
An Officer shall not be liable under this section, if, in the exercise of ordinary care, such Officer acted in good faith and in reliance upon the written opinion of an attorney for the Corporation.
An Officer against whom a claim is asserted under this section, and who shall be held liable thereon, shall be entitled to contribution, in proportion to the amounts received by them respectively, from persons who accepted or received such distribution knowing such distribution to have been made in violation of this section.