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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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              (g) The Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the Members and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Manager, the Board, or the Chief Executive Officer may from
time to time prescribe.

              (h) Delegation of Authority. The Manager, the Chairman of the
Board, the Board, or the Chief Executive Officer may from time to time delegate
the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.

     5.5 Indemnification.

         5.5.1 Indemnification. To the extent permitted by applicable law, a
Member (and its respective officers, directors, agents, shareholders, members,
partners, and Affiliates), Manager (and its respective officers, directors,
agents, shareholders, members, partners, and Affiliates), director of the
Company, or officer of the Company shall be entitled to indemnification from the
Company for any loss, damage, or claim incurred by such Person by reason of any
act or omission performed or omitted by such Person in good faith on behalf of,
or in connection with the business and affairs of, the Company and in a manner
reasonably believed to be within the scope of authority conferred on such Person
by this Agreement and, if applicable, the Approval of the Members or
authorizations of the Manager or the Board, except that no such Person shall be
entitled to be indemnified in respect of any loss, damage, or claim incurred by
such Person by reason of such Person's fraud, deceit, reckless or intentional
misconduct, gross negligence, or a knowing violation of law with respect to such
acts or omissions; provided, however, that any indemnity under this Section
5.5.1 shall be provided out of and to the extent of Company assets only, no debt
shall be incurred by the Members in order to provide a source of funds for any
indemnity, and no Member shall have any personal liability (or any liability to
make any additional Capital Contributions) on account thereof.

         5.5.2 Expenses. To the extent permitted by applicable law, expenses
(including reasonable legal fees) incurred by a Member (and its respective
officers, directors, agents, shareholders, members, partners or Affiliates),
Manager (and its respective officers, directors, agents, shareholders, members,
partners or Affiliates), director of the Company, or officer of the Company in
such Person's capacity as such in defending any claim, demand, action, suit, or
proceeding shall, from time to time, be advanced by the Company prior to the
final disposition of such claim, demand, action, suit, or proceeding upon
receipt by the Company of an undertaking by or on behalf of the Member (or its
respective officers, directors, agents, shareholders, members, partners or
Affiliates, as applicable), Manager (or its respective officers, directors,
agents, shareholders, members, partners or Affiliates, as applicable), director
or officer to repay such amount if it shall be determined that such Person is
not entitled to be indemnified as authorized in Section 5.5.1 hereof.

     5.6 Devotion of Time. Except as required by any individual contract and
notwithstanding any provision to the contrary in this Agreement, no Manager,
director of the Company, or officer of the Company is obligated to devote all of
such Person's time or business efforts to the affairs of the Company, but shall
devote such time, effort, and skill as such Person deems appropriate for the
operation of the Company.

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