2019 PRCA Rule Book

appropriate disciplinary procedures of its members.

ARTICLE XVI The foregoing restated articles of incorporation correctly set forth the provisions of the articles of incorporation as heretofore amended, that they have been duly adopted as required by law, and supersede the original articles of incorporation filed January 18, 1954, those filed January 29, 1973, and all amendments thereto. ARTICLE XVII No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director provided, however, that the foregoing provisions of this Article shall not eliminate or limit any liability of a director for any breach of a director’s duty of loyalty to the corporation or its members, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts specified by law as not being subject to such elimination or limitation, or any transaction from which a director derived an improper personal benefit. This article XVII shall not eliminate or limit the liability of a director to the corporation or its members for monetary damages for any act or omission occurring prior to the date this Article becomes effective. Notwithstanding the foregoing provisions of this Article XVII, this Article shall not limit the rights of directors for indemnification or other assistance from the corporation and shall not restrict or otherwise diminish the provisions of Section 13.116 (2) (b) of the Colorado Revised Statutes (concerning nonliability of directors except for wanton and willful acts or omissions) or any amendment or successor provision to such Section.

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2019