Section 24. Nonexclusivity of statutory provisions for indemnification of directors and officers

The indemnification and advancement of  expenses
  granted  pursuant  to,  or provided by, this article shall not be deemed
  exclusive of any other rights to which a  director  or  officer  seeking
  indemnification  or  advancement  of  expenses  may be entitled, whether
  contained in the certificate of incorporation or the  by-laws  or,  when
  authorized  by  such  certificate  of  incorporation  or  by-laws, (a) a
  resolution of  members,  (b)  a  resolution  of  directors,  or  (c)  an
  agreement   providing   for   such  indemnification,  provided  that  no
  indemnification may be made to or on behalf of any director  or  officer
  if  a  judgment  or  other final adjudication adverse to the director or
  officer establishes that his or her acts were committed in bad faith  or
  were the result of active and deliberate dishonesty and were material to
  the  cause of action so adjudicated, or that he or she personally gained
  in fact a financial profit or other advantage to which he or she was not
  legally entitled. Nothing contained in this  article  shall  affect  any
  rights  to  indemnification  to  which  corporate  personnel  other than
  directors and officers may be entitled by contract  or  otherwise  under
  law.