STU.25-01 HILT - Mahukona - Laserfiche WebLink

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25 01 (ii) Such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote or votes of such interested Director(s); (iii) Prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation under circumstances that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (iv) This Corporation enters into the transaction for its own benefit, and the transaction is fair and reasonable to this Corporation at the time the transaction is entered into. (b) The provisions of this section do not apply to a transaction which is part of an educational or charitable program of the Corporation if it: (i) is approved or authorized by the Corporation in good faith and without unjustified favoritism; and (ii) results in a benefit to one or more Directors or Officers or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this Corporation. Section 11.02 Loans to Directors and Officers The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or Officer; provided, however, that the Corporation may advance money to a Director or Officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such Director or Officer if, in the absence of such advance, in the course of such duties such Director or if, in the absence of such advance, in the course of such duties such Director or Officer would be entitled to be reimbursed for such expenses by the Corporation. ARTICLE 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 12.01 Right to Indemnification This Corporation may indemnify the officers and directors as set forth in the Articles of Incorporation. Section 12.02 Insurance This Corporation shall have the power to purchase and maintain insurance on behalf of any Director, Officer, or agent of the Corporation, against any liability asserted against or incurred by the Director, Officer, or agent in any such capacity or arising out of the Director's, Officer's, or agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under Section 11.01 of these Bylaws; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any Director, Officer, or agent of the Corporation for any self-dealing transactions nor for any act deemed unlawful according to the Hawaii Nonprofit Corporation Act. Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and 01/25/2015, 01/29/2021, 01/28/2024