ARTICLE VII.  INDEMNIFICATION

Section 1.  Right of Indemnification.  To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section.  “Expenses,” as used in these bylaws, shall have the same meaning as in Section 7237(a) of the California Corporations Code.

Section 2.  Approval of Indemnity.  On written request to the Board by any person seeking indemnification under Section 7237(b) or Section 7237(c) of the California Corpora¬tions Code, the Board shall promptly determine under Section 7237(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met, and, if so, the Board shall authorize indemnification.  If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members.  At that meeting, the members shall determine under Section 7237(e) whether the applicable standard of conduct set forth in Section 7237(b) or Section 7237(c) has been met, and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

Section 3.  Advancement of Expenses.  To the fullest extent permitted by law, and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 of this article in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately deter¬mined that the person is entitled to be indemnified by the corporation for those expenses.