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1.9.1 |
Indemnification
A. Except as
prohibited by law, the College will indemnify Board members against whom an
action, claim, or proceeding is brought or threatened as a result of a Board
member’s good faith performance of duties on behalf or at the direction of
the College, and in all cases in which the action, claim or proceeding is
covered in whole or in part by a policy of insurance. This indemnification
will be against and is limited to expenses, including attorney’s fees,
judgments, penalties, fines, and amounts in settlement actually and
reasonably incurred in connection with the action, suit, or proceeding.
B. For
indemnification to be provided the Board member must have acted in good
faith and in a manner that he or she reasonably believed to be in the best
interests of the College, and with respect to criminal action or proceeding,
the Board member must have had no reasonable cause to believe that his or
her conduct was unlawful.
C.
Indemnification will not take place for a breach of duty of loyalty to the
College, an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law, a transaction from which the
Board member derived an improper personal benefit, an act or omission that
is grossly negligent, or for a Board member seeking indemnification under
this policy who fails to provide timely notice of any action, claim or
proceeding or fails to fully and completely cooperate with the College in
defending the action, claim or proceeding.
D. This
indemnification will be made only as authorized in a specific case upon
application by a Board member and after determination that indemnification
is proper in the circumstance and the Board member has met the applicable
standards of conduct set forth herein.
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1.9.2 |
Procedure for
Implementing Request for Indemnification
The following
procedure(s) have been adopted in order to implement the Board of
Trustees’ policy regarding indemnification and assignment of
litigation.
A. In the event an action, claim or
proceeding is brought against a Board member for which
indemnification may be authorized under this policy, the Board
member seeking indemnification shall immediately advise the
President of the action, claim or proceeding and cooperate with the
College in all facets of the application of this policy and the
defense of the matter in question. All relevant documents related
to the matter (including but not limited to the summons, complaint
or other legal documentation) shall also immediately be forwarded to
the President, who shall then proceed to apply this policy to the
matter in question.
B. The
appropriate authorized College representative(s) will then
automatically and immediately refer all relevant documents related
to the matter (including but not limited to the summons, complaint
or other legal documentation) to the College’s insurance carrier.
C. Defense will be provided in
accordance with established procedures as outlined in the coverage
documents of the College’s current insurance carrier.
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