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317 . 22 , Subd. 9 , respectively) , of Minnesota Statutes as now or <br /> hereafter amended. <br /> r'1 <br /> 3 (C) . Validation of Irregular Meetings . An irregular <br /> meeting of members of the corporation, and any action taken at such <br /> meeting, may be validated by the written consent of all members who <br /> were entitled to notice of that meeting, filed with the person <br /> designated to act as secretary of that meeting and entered upon the <br /> minutes or other records of that meeting. <br /> ARTICLE 5(6) -- INDEMNIFICATION OF DIRECTORS AND OFFICERS: <br /> DEALINGS WITH OTHER CORPORATIONS <br /> A. Indemnification. Each director and officer, whether or <br /> not then in office, shall be indemnified by the corporation against <br /> all costs , DAMAGES and expenses INCLUDING ATTORNEYS FEES AND <br /> DISBURSEMENTS reasonably incurred by or imposed upon him in connec- <br /> tion with or arising out of any action, suit, or proceeding in <br /> which he may be involved by reason of his being or having been a <br /> director or officer of the corporation. Such expenses shall in- <br /> clude the cost of reasonable settlement (other than amounts paid to <br /> the corporation itself) made with a view to curtailment of the cost <br /> of litigation. The corporation shall not, however, indemnify any <br /> director or officer in respect of any matter as to which he shall <br /> be or shall have been finally adjudged in any such action, suit, <br /> or proceeding to be or to have been derelict in the performance of <br /> his duty as such director or officer, or in respect of any matter <br />