Section 10.12. Indemnification of Trustees, Officers, Employees, and Volunteers.
The Association, to the extent legally permissible, shall indemnify any trustee, officer, employee of the Association or volunteer elected by a General Assembly or appointed by the Board of Trustees of the Association to serve the Association, or persons formerly holding such positions, against all liabilities and expenses (including court costs, attorney's fees, and the amount of any judgment or reasonable settlement, fines and penalties) actually and necessarily incurred by any such person, subsequent to the adoption hereof, in connection with the defense of any claim asserted or threatened to be asserted against any such person, or any action, suit or proceeding in which any such person may be involved as a party, by reason of being or having been such trustee, officer, employee or volunteer or by reason of any action alleged to have been taken or omitted by any such person as such trustee, officer, employee or volunteer, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification therefore shall be approved:
- by a majority vote of a quorum consisting of disinterested trustees;
- if such quorum cannot be obtained, then by a majority vote of a committee of the Board of Trustees consisting of all the disinterested trustees;
- if there are not two or more disinterested trustees in office, then by a majority of the trustees then in office, provided they have obtained a written finding by independent legal counsel appointed by a majority of the trustees to the effect that, based upon a reasonable investigation of the relevant facts as described such opinion, the person to be indemnified appears to have acted in good faith and in the reasonable belief that his or her action was in the best interests of the Association;
- if not resolved by (a), (b) or (c), above, by a court of competent jurisdiction.
If authorized in the same manner specified above for compromise payments, expenses, including attorney's fees actually and necessarily incurred by any such person in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of (a) an affidavit of such individual of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section and (b) an undertaking by such individual to repay the amount so paid to the Association if such person shall be adjudicated to be not entitled to indemnification under this Section, which undertaking may be accepted without reference to the financial ability of such person to make repayment. The right of indemnification herein provided shall inure to the benefit of the heirs, executors and administrators of each such trustee, [or] officer, employee or volunteer and shall not be deemed exclusive of any other rights to which any such person may be entitled under any statute, bylaw, agreement, vote of members or otherwise or to which any such person might have been entitled were it not for this provision. As used in this Section, an "interested" trustee or officer is one against whom in such capacity the proceeding in question, or other proceeding on the same or similar grounds, is then pending.