SCN: Put up or shut up.

[Rich Littleton]

Steven, Kurt, Crandall, JJ, Malcolm and all who wondered.

See below.

After you read this, tell us your understanding of what this means.  It
certainly does not mean an unconditional right to indemnification.  BUT,
Gianni and company are ignoring this and claiming that you all have to pay
their legal expenses, even though their actions violated SCNA procedure.

Mighty generous of you folks.....

 ______________________________________________________________

Articles of Incorporation

....

7.2.    Right to Indemnification.  

7.2.1.  Each Indemnitee shall be indemnified and held 
harmless by the Corporation, to the full extent permitted by applicable 
law as then in effect, against all expenses, liability, and loss 
(including attorneys' fees, judgments, fines, penalties, and amounts to 
be paid in settlement) actually and reasonably incurred or suffered by 
such person in connection therewith, except as otherwise provided in 
this Section 7.2.

7.2.2.  Such right of indemnification shall not exist 
where the act or omission of the Indemnitee involves (i) intentional 
misconduct or a knowing violation of the law, (ii) distributions or 
loans contrary to the Articles of Incorporation or applicable law, or 
(iii) any transaction in which the Indemnitee has received or will 
receive a benefit in money, property, or services to which he or she is 
not legally entitled.

7.2.3.  Such right of indemnification shall also not 
exist where the act or omission of the Indemnitee involves recklessness 
or gross negligence.

........

7.2.5.  Except as provided in Section 7.3, such right of 
indemnification shall not exist where the Indemnitee seeks 
indemnification in connection with a proceeding (or part thereof) 
initiated by such Indemnitee unless such proceeding (or part thereof) 
was authorized by the Board of Directors prior to its initiation.

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