10 - Sulphur River Regional Mobility Authority (2)

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§ 32. Procedure for Indemnification Any amount payable by way of indemnity under these Bylaws may be determined and paid pursuant to an order of or allowance by a court under the application provisions of the laws of the State of Texas in effect at the time and pursuant to a resolution of a majority of the Directors, other than those who have incurred expenses in connection with such litigation for which indemnification has been or is to be sought. In the event that all of the Directors are made parties to such litigation, a majority of the Board shall be authorized to pass a resolution to provide for legal expenses for the entire Board. § 33. Additional Indemnification The right of indemnification provided by these Bylaws shall not be deemed exclusive of any right to which any Director, former Director, officer, administrator, or other employee may be entitled, as a matter of law, and shall extend and apply to the estates of deceased Directors, officers, administrators, and other employees. § 34. Contracts and Purchases All contracts and purchases on behalf of the Authority shall be entered into and made in accordance with rules of procedure prescribed by the Board and applicable laws and rules of the State of Texas and its agencies. § 35. Sovereign Immunity Unless otherwise required by law, the Authority will not by agreement or otherwise waive or impinge upon its sovereign immunity. Adopted April 9, 2008 19 Revisions: June 7, 2012; February 15, 2018