ARTICLE XVIII - INDEMNIFICATION
- Section 18-01. Third Party Actions.
- Section 18-02. Derivative Actions.
- Section 18-03. Procedure for Effecting Indemnification.
- Section 18-04. Advancing Expenses.
- Section 18-05. Indemnification of Employees, Agents and other Representatives.
- Section 18-06. Rights to Indemnification.
Section 18-01. Third Party Actions.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that the person is or was a member of the Executive committee of the Association, or is or was serving at the request of the Association as an officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding.
Section 18-02. Derivative Actions.
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor-by reason of the, fact that the person is or was a member of the Executive Committee of the Association, or is or was serving at the request of the Association as an officer or representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action or suit.
Section 18-03. Procedure for Effecting Indemnification.
Indemnification under Sections 18-01 or 18-02 shall be automatic and shall not require any determination that indemnification is proper, except that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 18-04. Advancing Expenses.
Expenses incurred by a person who may be indemnified under Section 18-01 or 18-02 shall be paid by the Association in advance of the final disposition of any action, suit or proceeding upon receipt of an undertaking by or on behalf of -such person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Association.
Section 18-05. Indemnification of Employees, Agents and other Representatives.
The Association may, at the discretion and to the extent determined by the Executive Committee of the Association, (i) indemnify any person who neither is nor was an officer of the Association but who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether brought by or in the right of the Association), by reason of the fact that the person is or was an employee, agent or other representative of the Association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such threatened, pending or completed action, suit or proceeding and (ii) pay such expenses in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking of the kind described in Section 18-04.
Section 18-06. Rights to Indemnification.
Any amendment or modification of these Bylaws that has the effect of limiting a person's rights to indemnification with respect to any act or failure to act occurring prior to the date of adoption of such amendment or modification shall not be effective as to that person unless he or she consents in writing to be bound by the amendment or modification. The indemnification and advancement of expenses provided by or granted pursuant to these Bylaws to a person shall inure to the benefit of the heirs, executors and administrators of such person.