EXHIBIT
3.2
BYLAWS
OF
TITLE
STARTS ONLINE, INC.
Adopted
by the Board of Directors
November
_13, 2007
ARTICLE
I:
OFFICES
The
principal office for the transaction of business of the Corporation may be
at
any such location as the Board of Directors may from time to time determine
or
the business of the Corporation may require. The Corporation may have other
offices at such places as the Board of Directors may from time to time
determine.
ARTICLE
II:
SHAREHOLDERS'
MEETINGS
2.1
ANNUAL MEETINGS
The
annual meeting of the shareholders shall be held at such time, date and place
within or without the State of Nevada as may be designated by the Board of
Directors and in the notice of such meeting. The business to be transacted
at
such meeting shall be the election of directors and such other business as
may
properly be brought before the meeting.
2.2
SPECIAL MEETINGS
Special
meetings of the shareholders for any purpose may be called at any time by a
majority of the members of the Board of Directors. Such meetings shall be held
at the principal office of the Corporation or at such other place within or
without the State of Nevada as may be designated in the notice of meeting.
2.3
NOTICE OF MEETINGS
2.3.1 Notices
of meetings, annual or special, to shareholders entitled to vote shall be given
in writing and signed by the President or a Vice-President or the Secretary
or
the Assistant Secretary, or by any other natural person designated by the Board
of Directors.
2.3.2 Such
notices shall be sent to the shareholder's address appearing on the books of
the
Corporation, or supplied by him to the Corporation for the purpose of notice,
not less than ten (10) nor more than sixty (60) days before such meeting. Such
notice shall be deemed delivered, and the time of the notice shall begin to
run,
upon being deposited in the mail.
2.3.3 Notice
of any meeting of shareholders shall specify the place, the date and the time
of
the meeting and in case of a special meeting shall state the purpose(s) for
which the meeting is called.
2.3.4 When
a meeting is adjourned to another time, date or place, notice of the adjourned
meeting need not be given if announced at the meeting at which the adjournment
is given.
2.3.5 Any
shareholder may waive notice of any meeting by a writing signed by him, or
his
duly authorized attorney, either before or after the meeting.
2.3.6 No
notice
is required for matters handled by the written consent of the shareholders
pursuant to NRS 78.320.
2.3.7 No
notice
to a shareholder is required if notices of two consecutive annual meetings
and
interim notices have been returned undeliverable pursuant to NRS
78.370(6).
2.4
QUORUM
The
holders of a majority of the shares entitled to vote thereat, present in person
or by proxy, shall constitute a quorum for the transaction of
business.
2.5
VOTING RIGHTS
Except
as
may be otherwise provided in the Corporation's Articles of Incorporation, Bylaws
or by the Laws of the State of Nevada, each shareholder shall be entitled to
one
(1) vote for each share of voting stock registered in his name on the books
of
the Corporation, and the affirmative vote of a majority of voting shares
represented at a meeting and entitled to vote thereat shall be necessary for
the
adoption of a motion or for the determination of all questions and business
which shall come before the meeting.
2.6
PROXIES
At
any
shareholder meeting, shareholders may designate proxies in writing or by
electronic record pursuant to NRS 78.355.
2.7
SHAREHOLDER PROPOSALS
Shareholders
holding an aggregate of not less than ten percent (10%) of the voting power
of
the Company may propose agenda items to be included at the annual meeting of
the
Company’s shareholders. Such shareholder proposals must be submitted in writing
to the Secretary of the Company at least ninety (90) days in advance of the
next
annual meeting of shareholders of the Company.
ARTICLE
III:
DIRECTORS
3.1
POWERS
Subject
to the limitation of the Articles of Incorporation, of the Bylaws and of the
Laws of the State of Nevada as to action to be authorized or approved by the
shareholders, all corporate powers shall be exercised by or under authority
of,
and the business and affairs of this Corporation shall be controlled by, a
Board
of at least one (1) Director.
3.2
ELECTION AND TENURE OF OFFICE
The
number of directors which shall constitute the whole board shall consist of
not
less than one (1) and not more than nine (9) directors as may be fixed from
time
to time by action of the Board of Directors. The Board of Directors may by
resolution determine that the Board be classified into classes of directors.
If
so classified, directors shall be assigned to each class in accordance with
a
resolution adopted by the Board of Directors and elected for terms as set by
the
Board subject to the provisions of NRS 78.330(2).
Directors
shall be elected at the annual meeting of shareholders during the year in which
their terms expire and, except as provided in Section 3.3 of this Article,
each
director elected shall hold office until his successor is elected and qualified.
Directors need not be shareholders. A Director need not be a resident of the
State of Nevada.
3.3
REMOVAL AND RESIGNATION
3.3.1 Any
Director may be removed by a shareholder vote representing not less than
two-thirds of the voting power as provided by NRS 78.335.
3.3.2 Any
Director may resign at any time by giving written notice to the Board of
Directors or to the President, or to the Secretary of the Corporation. Any
such
resignation shall take effect at the date of the receipt of such notice or
any
later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
3.4
VACANCIES
Vacancies
in the Board of Directors may be filled by a majority of the remaining
Directors, and such action by less than a quorum or by a sole remaining Director
shall be adequate, and each Director so elected shall hold office until his
successor is elected at an annual meeting of shareholders or at a special
meeting called for that purpose. The shareholders may at any time elect a
Director to fill any vacancy not filled by the directors.
3.5
PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Meetings
of the Board of Directors may be held at any place within or without the State
of Nevada that has been designated by the Board of Directors. In the absence
of
such designation, meetings shall be held at the principal office of the
Corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, and all such Directors shall
be
deemed to be present in person at the meeting, so long as all Directors
participating in the meeting can hear one another.
3.6
ANNUAL ORGANIZATIONAL MEETINGS
The
annual organizational meetings of the Board of Directors shall be held
immediately following the adjournment of the annual meetings of the
shareholders. No notice of such meetings need be given.
3.7
OTHER REGULAR MEETINGS
There
shall be no requirement for the Board of Directors to hold regular meetings,
other than the annual organizational meeting.
3.8
SPECIAL MEETINGS - NOTICES
3.8.1 Special
meetings of the Board of Directors for any purpose shall be called at any time
by the President or if the President is absent or unable or refuses to act,
by
any Vice President or by any two Directors.
3.8.2 Written
notice of the time and place of special meetings of the Board of Directors
shall
be delivered personally to each Director or sent to each Director by mail or
other form of written communication at least forty-eight (48) hours before
the
meeting. Notice of the time and place of holding an adjourned meeting need
not
be given to absent Directors if the time and place are fixed at the meeting
adjourned.
3.9
CONSENT TO DIRECTORS' MEETINGS AND ACTION WITHOUT MEETING
3.9.1 Any
meeting is valid wherever held by the written consent of all persons entitled
to
vote thereat, given either before or after the meeting.
3.9.2 The
transactions of any meetings of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly
held
after regular call and notice if all the Directors are present, or if a quorum
is present and either before or after the meeting, each of the Directors not
present signs a written waiver of notice, a consent to the holding of the
meeting, or an approval of the minutes thereof.
3.9.3 Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such action by written consent
shall have the same force and effect as a unanimous vote of the Board of
Directors.
3.9.4 All
such waivers, consents, or approvals shall be filed with the corporate records
or made part of the minutes of the meeting.
3.10
QUORUM AND VOTING RIGHTS
So
long
as the Board of Directors is composed of one or two Directors, one of the
authorized number of Directors constitutes a quorum for the transaction of
business. If there are three or more Directors, a majority thereof shall
constitute a quorum. Except as may be otherwise provided in the Corporation's
Articles of Incorporation, Bylaws or by the Laws of the State of Nevada, the
affirmative vote of a majority of Directors represented at a meeting and
entitled to vote thereat shall be necessary for the adoption of a motion or
resolution or for the determination of all questions and business which shall
come before the meeting.
3.11
COMPENSATION
Directors
may receive such reasonable compensation for their services as Directors and
such reimbursement for expenses incurred in attending meetings as may be fixed
from time to time by resolution of the Board of Directors. No such payment
shall
preclude a Director from serving in any other capacity and receiving
compensation therefor.
3.12 COMMITTEES
The
Board
of Directors may appoint and prescribe the duties of an executive committee
and
such other committees, as it may from time to time deem appropriate. Such
committees shall hold office at the pleasure of the Board.
ARTICLE
IV:
OFFICERS
4.1
OFFICERS
The
Board
of Directors shall appoint a President, a Secretary and a Treasurer. The Board
of Directors, in their discretion, may also appoint a Chair of the Board, a
Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents
and such other officers and assistant officers as they shall from time to time
deem proper. Any two or more offices may be held by the same person. The Board
may choose not to fill any of the other officer positions for any
period.
4.2
APPOINTMENT AND TERM OF OFFICE
The
officers of the corporation shall be appointed by the Board of Directors at
the
organizational meeting of the Directors. If the appointment of officers shall
not be held at such meeting, such appointment shall be held as soon thereafter
as conveniently may be. Each officer shall hold office until a successor shall
have been duly appointed and qualified or until the officer's death or until
the
officer resigns or is removed in the manner hereinafter provided.
4.3
REMOVAL
Any
officer or agent appointed by the Board of Directors may be removed by the
Board
of Directors at any time with or without cause, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.
4.4
VACANCIES
A
vacancy
in any office because of death, resignation, removal, disqualification, or
otherwise, may be filled by the Board of Directors.
4.5
CHAIR OF THE BOARD
The
Chair
of the Board, if there be such an office, shall, if present, preside at all
meetings of the Board of Directors and meetings of the shareholders, and
exercise and perform such other powers and duties as may be from time to time
assigned to the Chair by the Board of Directors. In the event that there is
no
Chair of the Board designated or present, the Secretary of the Board of
Directors shall preside over the meeting, or if there is no Secretary of the
Board of Directors designated or present at the meeting, the Directors present
at any meeting of the Board of Directors shall designate a Director of their
choosing to serve as temporary chair to preside over the meeting.
4.6
CHIEF EXECUTIVE OFFICER
Subject
to the control of the Board of Directors and such supervisory powers, if any,
as
may be given by the Board of Directors to another person or persons, the powers
and duties of the Chief Executive Officer shall be:
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a.
|
To
act as the general manager and, subject to the control of the Board
of
Directors, to have general supervision, direction and control of
the
business and affairs of the Corporation;
|
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b.
|
To
see that all orders and resolutions of the Board of Directors are
carried
into effect; and
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c.
|
To
affix the signature of the Corporation to all deeds, conveyances,
mortgages, guarantees, leases, obligations, bonds, certificates and
other
papers and instruments in writing which have been authorized by the
Board
of Directors or which, in the judgment of the Chief Executive Officer,
should be executed on behalf of the Corporation; to sign certificates
for
the Corporation's shares; and, subject to the direction of the Board
of
Directors, to have general charge of the property of the Corporation
and
to supervise and control all officers, agents and employees of the
Corporation.
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4.7
CHIEF FINANCIAL OFFICER OR TREASURER
Subject
to the control of the Board of Directors and such supervisory powers, if any,
as
may be given by the Board of Directors to another person or persons, the powers
and duties of the Chief Financial Officer or Treasurer shall be:
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a.
|
To
keep accurate financial records for the Corporation;
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b.
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To
deposit all money, drafts and checks in the name of and to the credit
of
the Corporation in the banks and depositories designated by the Board
of
Directors;
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c.
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To
endorse for deposit all notes, checks, drafts received by the Corporation
as ordered by the Board of Directors, making proper vouchers therefor;
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d.
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To
disburse corporate funds and issue checks and drafts in the name
of the
Corporation, as ordered by the Board of Directors;
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e.
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To
render to the Chief Executive Officer and the Board of Directors,
whenever
requested, an account of all transactions by the Chief Financial
Officer
and the financial condition of the Corporation; and
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f.
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To
perform all other duties prescribed by the Board of Directors or
the Chief
Executive Officer.
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4.8
PRESIDENT
Unless
otherwise determined by the Board of Directors, the President shall be the
Chief
Executive Officer of the Corporation. If an officer other than the President
is
designated as the Chief Executive Officer, the President shall perform such
duties as may from time to time be assigned by the Board of Directors. The
President shall have the duty to call meetings of the shareholders or Board
of
Directors, as set forth in Section 3.8.1, above, to be held at such times and,
subject to the limitations prescribed by law or by these Bylaws, at such places
as the President shall deem proper.
4.9
VICE PRESIDENTS
In
the
absence of the President or in the event of the President's death, inability
or
refusal to act, the Vice President (or in the event there shall be more than
one
Vice President, the Vice Presidents in the order designated at the time of
their
appointment, or in the absence of any designation then in the order of their
appointment) shall perform the duties of the President, and when so acting
shall
have all the powers of and be subject to all the restrictions upon the
President; and shall perform such other duties as from time to time may be
assigned to the Vice President by the President or by the Board of Directors.
In
the event there are no Vice Presidents, the Board of Directors may designate
a
member of the Board of Directors or another officer of the Corporation to serve
in such capacity until a new President is appointed.
4.10
SECRETARY
The
Secretary shall: (a) prepare and maintain the minutes and records of the
shareholders' and Board of Directors' meetings, keep them in one or more books
provided for that purpose and certify such proceedings as necessary;
(b) authenticate such records of the Corporation as shall from time to time
be required; (c) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (d) be custodian of the
corporate records and of the corporate seal, if any, and see that the seal
of
the Corporation, if any, is affixed to all documents the execution of which
on
behalf of the Corporation under its seal is duly authorized; (e) keep a register
of the post office address of each shareholder; (f) if requested, sign with
the
President certificates for shares of the Corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (g) have
general charge of the stock transfer books of the Corporation; and (h) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by the Chief
Executive Officer or the Board of Directors.
4.11
DELEGATION OF AUTHORITY
The
Board
of Directors may from time to time delegate the powers of any officer to any
other officer or agent, notwithstanding any provision hereof, except as may
be
prohibited by law.
4.12
COMPENSATION
Officers
shall be awarded such reasonable compensation for their services and provisions
made for their expenses incurred in attending to and promoting the business
of
the Corporation as may be fixed from time to time by resolution of the Board
of
Directors.
ARTICLE
V:
RECORDS
AND REPORTS - INSPECTION
5.1
INSPECTION OF BOOKS AND RECORDS
All
books
and records provided for by Nevada Revised Statutes shall be open to inspection
of the directors and shareholders to the extent provided by such statutes.
5.2
CERTIFICATION AND INSPECTION OF BYLAWS
The
original or a copy of these Bylaws, as amended or otherwise altered to date,
certified by the Secretary, shall be open to inspection by the shareholders
of
the Corporation in the manner provided by law.
5.3
CHECKS, DRAFTS, ETC.
All
checks, drafts or other orders for payment of money, notes or other evidences
of
indebtedness, issued in the name of or payable to the Corporation shall be
signed or endorsed by such person or persons and in such manner as shall be
determined from time to time by resolution of the Board of
Directors.
5.4
ANNUAL REPORT
No
annual
report to shareholders shall be required; but the Board of Directors may cause
to be sent to the shareholders annual or other reports in such form as may
be
deemed appropriate by the Board of Directors.
ARTICLE
VI:
AMENDMENTS
TO BYLAWS
New
Bylaws may be adopted or these Bylaws may be repealed or amended by a vote
or
the written assent of a majority of the Directors of the Corporation.
ARTICLE
VII:
CORPORATE
SEAL
This
Corporation shall have the power to adopt and use a common seal or stamp, and
to
alter the same, at the pleasure of the Board of Directors. The use or nonuse
of
a seal or stamp, whether or not adopted, shall not be necessary to, nor shall
it
in any way effect, the legality, validity or enforceability of any corporate
action or document.
ARTICLE
VIII:
CERTIFICATES
OF STOCK
8.1
FORM
Certificates
for shares shall be of such form and device as the Board of Directors may
designate and shall state the name of the record holder of the shares
represented thereby, its number; date of issuance; the number of shares for
which it is issued; a statement of the rights, privileges, preferences and
restrictions, if any; and statement of liens or restrictions upon transfer
or
voting, if any; and, if the shares be assessable, or, if assessments are
collectible by personal action, a plain statement of such facts.
8.2
EXECUTION
Every
certificate for shares must be signed by the President or the Secretary or
must
be authenticated by facsimile of the signature of the President or Secretary.
Before it becomes effective, every certificate for shares authenticated by
a
facsimile of a signature must be countersigned by the Corporation’s transfer
agent or registrar of transfers.
8.3
TRANSFER
Upon
surrender to the Secretary or transfer agent of the Corporation of a certificate
for shares duly endorsed or accompanied by a proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation
to
issue a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction upon its books.
8.4
LOST OR DESTROYED CERTIFICATES
Any
person claiming a certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of that fact in such manner as the Board of Directors
may require and shall, if the Directors so require, give the Corporation a
bond
of indemnity, in form and with one or more sureties satisfactory to the Board,
whereupon a replacement certificate may be issued.
8.5
TRANSFER AGENTS AND REGISTRARS
The
Board
of Directors may appoint one or more transfer agents or transfer clerks, and
one
or more registrars at such times and places as the requirements of the
Corporation may necessitate and the Board of Directors may
designate.
8.6
CLOSING STOCK TRANSFER BOOKS
The
Board
of Directors may close the transfer books in their discretion for a period
not
exceeding the sixty (60) days preceding any meeting, annual or special, of
the
shareholders, or the date appointed for the payment of a dividend.
ARTICLE
IX:
INDEMNIFICATION
(a) The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except
an
action by or in the right of the Corporation, by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation,
or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or
other enterprise, against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action, suit or proceeding, in each case to the fullest
extent permissible under NRS 78.7502 and NRS 78.751, as amended from time to
time, or the indemnification provisions of any successor statutes, if such
person acted in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful. The termination of any action, suit or proceeding
by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its
equivalent, shall not, of itself, create a presumption that the person did
not
act in good faith and in a manner which such person reasonably believed to
be in
or not opposed to the best interests of the Corporation, or that, with respect
to any criminal action or proceeding, such person had reasonable cause to
believe that such conduct was unlawful.
(b) The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the Corporation to procure a judgment in its favor by reason of
the
fact that such person is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid
in
settlement and attorneys’ fees actually and reasonably incurred by such person
in connection with the defense or settlement of the action or suit if such
person acted in good faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the Corporation, provided
that
no indemnification shall be made with respect to any claim, issue or matter
as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation
or
for amounts paid in settlement to the Corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
(c) To
the
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, the Corporation shall indemnify such person against
expenses, including attorneys’ fees, actually and reasonably incurred by such
person in connection with the defense.
(e) Expenses
of officers and directors incurred in defending a civil or criminal action,
suit
or proceeding described in subsections (a) and (b) shall be paid by the
Corporation as they are incurred and in advance of the final disposition of
the
action, suit or proceeding, upon receipt of an undertaking by or on behalf
of
the director or officer to repay the amount if it is ultimately determined
by a
court of competent jurisdiction that he is not entitled to be indemnified by
the
Corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
(f) The
indemnification pursuant to subsections (a) and (b) and advancement of expenses
authorized in or ordered by a court pursuant to this section (i) do not exclude
any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Articles of Incorporation or any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, for
either an action in such person’s official capacity or an action in another
capacity while holding office, except that indemnification, unless ordered
by a
court for the advancement of expenses made pursuant to subsection (b) may not
be
made to or on behalf of any director or officer if a final adjudication
establishes that such person’s acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (ii) continue for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors
and
administrators of such a person.
(g) The
Corporation may purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against such person and liability and expenses incurred by such person in his
or
her capacity as a director, officer, employee or agent, or arising out of his
status as such, whether or not the Corporation has the authority to indemnify
such person against such liability and expenses.
(h) The
other
financial arrangements made by the Corporation pursuant to subsection (g) may
include the following: (i) The creation of a trust fund; (ii) The establishment
of a program of self-insurance; (iii) The securing of its obligation of
indemnification by granting a security interest or other lien on any assets
of
the Corporation; (iv) The establishment of a letter of credit, guaranty or
surety.
(i) No
financial arrangement made pursuant to subsections (g) or (h) may provide
protection for a person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional misconduct,
fraud or a knowing violation of law, except with respect to the advancement
of
expenses or indemnification ordered by a court.
(j) Any
insurance or other financial arrangement made on behalf of a person pursuant
to
subsection (g) or (h) may be provided by the Corporation or any other person
approved by the Board of Directors, even if all or part of the other person’s
stock or other securities is owned by the Corporation.
(k) In
the
absence of fraud: (i) The decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial arrangement
made
pursuant to subsection (g) or (h) and the choice of the person to provide the
insurance or other financial arrangement is conclusive; and (ii) The insurance
or other financial arrangement: (1) Is not void or voidable; and (2) does not
subject any director approving it to personal liability for such action even
if
a director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
(l) Any
repeal or modification
of this
Article IX shall not impair or otherwise affect any rights, or obligations
then
existing with respect to any state of facts then or theretofore existing or
any
action, suit or proceeding theretofore or thereafter brought based in whole
or
in part upon any such state of facts.
(m) This
Article IX shall be liberally construed in favor of indemnification and the
payment of expenses incurred in connection with a proceeding in advance of
its
final disposition and there shall be a rebuttable presumption that a claimant
under this Article IX is entitled to such indemnification and the Corporation
shall bear the burden of proving by a preponderance of the evidence that such
claimant is not so entitled to indemnification.
(n) Any
finding that a person asserting a claim for indemnification pursuant to this
Article IX is not entitled to such indemnification, and any information which
may support such finding, shall be held in confidence to the extent permitted
by
law and shall not be disclosed to any third party.
(o) If
any
provision of this Article IX shall be deemed invalid or unenforceable, the
Corporation shall remain obligated to indemnification and advance expenses
subject to all those provisions of this Article IX which are not invalid or
unenforceable.