To: Just My Opinion who wrote (44428 ) 3/27/1998 8:54:00 PM From: Ditchdigger Read Replies (2) | Respond to of 55532
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Washington Business Corporation Act provides both mandatory and permissive indemnification of directors and officers from liabilities arising in any legal proceeding to which the director or officer is a party because of being a director or officer of the corporation. Unless limited by the articles of incorporation, indemnification is mandatory with respect to any director or officer who was wholly successful, on the merits or otherwise, in the defense of any applicable proceeding. Indemnification, including the advancement of legal fees and expenses, is permissive in certain circumstances with respect to a director or officer made a party to a proceeding if the individual acted in good faith and reasonably believed that the conduct in issue was in the corporation's best interest, and in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. As permitted by the Washington Business Corporation Act, the Articles of Incorporation and By-laws of the Registrant permit the Registrant to indemnify to the fullest extent permitted by the Washington Business Corporation Act, any and all persons whom it shall have power to indemnify under said laws from and against any and all of the expenses, liabilities or other matters referred to in or covered by said laws, and the indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, by-law, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The Registrant may purchase indemnity insurance. The foregoing discussion of indemnification merely summarizes certain aspects of the indemnification provisions of the Washington Business Corporations Act and the Articles of Incorporation and By-Laws of the Registrant, and is limited by reference to Sections 23B.08.320 et. seq. of the Washington Business Corporation Act and Section 9 of Registrant's By-laws. PS: From RMILS S-8 april 4 1997 (when they were registering 2M shares for their employees<LOL>edgar.whowhere.com