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~~ <br />~~~ '~~~a~~~~ <br />11. <br />corporation against expenses including attorneys* fees and <br />to the extent permitted by law the amount actually and <br />necessarily incurred by them in connection with the defense <br />of any action, suit or proceeding, including any appeal there- <br />from, and any amount paid in settlement or compromise of <br />litigation or threatened litigation, or as a result of a <br />judgment having been obtained in which they or any one of <br />them are made parties or a party by reason or by virtue of <br />their being or having been a Director, Officer, or t~?ember <br />of a standing or special committee of the corporation, or <br />person authorized to act far or on behalf of the corporation, <br />except however, as to any matters in which any such person <br />snail be adjudged in any such action, suit, or proceeding to <br />be liable for his or her ultra vires acts ar misconduct i.n the <br />performance of his or her duties for or on behalf of the cor- <br />poration. The foregoing right and indemnification shall not be <br />deemed to be exclusive of any other rights to k:hich those. <br />indemnified may be entitled as a matter of law or under any <br />bylaw, agreement or atherwise, and shall be in addition to such <br />compensation for services rendered and reimbursement for expenses <br />incurred as shall be determined by the Board of Directors. <br />CERTIFICATIOAI <br />Lutheran Hospitals and Homes Society of America, a north <br />Dakota nonprofit corporation, pursuant to a resolution duly adapted <br />by the Board of Directors on June 12, 1978, adopted the foregoing <br />"Restated Articles of incorporation of Lutheran Hospitals and fiomes <br />Society of America." <br />:` <br />t <br />_ ~- <br />p <br />