A. The Foundation shall indemnify, defend and hold harmless each member and former member of the Board for the defense of civil and criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these bylaws to the contrary, in a manner and to the full extent permitted by applicable law as may from time to time to time be in effect.


B. The Foundation shall indemnify, defend, and hold harmless each member and former member of the Board from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys fees, actually and necessarily incurred and imposed as a result of such action or proceeding or any appeal thereof imposed upon or asserted against him or her by reason of being or having been such a member of the Board acting within the scope of his or her official duties, except where such Board member is adjudged, in a final non-appealable order, decision or holding, to be liable for negligence or misconduct in the performance of a duty that directly gave rise to the action or proceeding.


C. This Article XII shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above as incurred wherever arising, and the right of indemnification in these bylaws shall be in addition to any and all rights to which any current or former member of the Board might otherwise be entitled and these provisions shall neither impair nor adversely affect these rights. The Foundation will maintain an appropriate errors and omissions liability insurance policy to assist to the extent possible the Foundationís compliance with the Article XII.

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Bataan-Corregidor Memorial Foundation of New Mexico, Inc.