Res 2007-043 - Laserfiche WebLink

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Section 11.3 Insurance. The Agency rnay purchase and maintain insurance, at its expense, to protect itself and any covered person against any expense, liability or loss, whether or not the Agency would have the power to indemnify such person against such expense, liability or loss under this Article XI. I Section 11.4 Notification. Any indemnification of a covered person in accordance with this Article XI shall be reported in writing to the mernbers of the Board with or before the notice of the next regular meeting of the Board and, in any case, within the 12-rnonth period immediately following the date of the indemnification. Section 11.5 Savings Clause. If this Article XI or any portion hereof shall be invalidated on any ground by any court of cornpetent jurisdiction, then the Agency shall nevertheless indemnify and hold harmless each covered person with respect to a proceeding to the extent permitted by any applicable portion of this Article XI that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICLE XII CODE OF ETHICS Section 12.1 Policv and Purvoses. A. It is the policy of the Agency that Directors and officers conduct thernselves in a I rnanner consistent with sound business and ethical practices; that the public interest always be considered in conducting corporate business; that the appearance of impropriety be avoided to ensure and maintain public confidence in the Agency; and that the Board establish policies to control and manage the affairs of the Agency fairly, impartially, and without discrirnination. B. This Code of Ethics has been adopted as part of the Agency's Bylaws for the following purposes: (a) to encourage high ethical standards in official conduct by Directors and corporate officers; and (b) to establish guidelines for such ethical standards of conduct. Section 12.2 Unlawful Acts. A Director or officer shall not intentionally or knowingly offer, confer or agree to confer on another, or solicit, accept, or agree to accept from another: (1) any benefit as consideration for the Director's or officer's decision, opinion, recommendation, vote, or other exercise of discretion as a Director or officer; (2) any benefit as consideration for the Director's or officer's decision, vote, recommendation, or other exercise of official discretion in a judicial or adrninistrative proceeding; or (3) any benefit as consideration for a violation ofa duty imposed by law on the Director or officer. I Section 12.3 Nepotism. No Director or officer shall appoint, or vote for, or confirm the appointment to any office, position, clerkship, employment or duty, of any person related within the second degree by affinity (marriage relationship) or within the third degree of consanguinity (blood -13-