Article X: Indemnification and Insurance

Section 1. Indemnification
The trustees, president and other administrators, faculty, employees, volunteers and students in supervised internship programs, whether or not they are in office, shall be indemnified by the institution against all costs and expenses reasonably incurred by or imposed upon them or their estates in connection with or resulting from any action, suit, or proceedings to which they or their estates shall or may be made a party or with which they shall or may be threatened by reason of their being or having been in one of the above-mentioned positions. The costs and expenses against which any such persons shall be indemnified shall be those for which liability is actually and reasonably incurred (attorney’s fees, judgments, fines and amounts paid in settlement) if such person reasonably acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the institution, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the institution, and with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was unlawful. Any indemnification shall be made by the institution only as authorized in a specific case upon determination that indemnification of the person is proper in the circumstances because he or she has met the applicable standard of conduct. Such determination shall be made

1. by the Board of Trustees by a majority of a quorum consisting of trustees who were not parties to such action, suit or proceeding,

2. if such quorum is not obtainable, if a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.

Section 2. Insurance
The institution shall purchase and maintain insurance on behalf of any person who is or was a trustee, president or other administrator, faculty, employee, volunteer, or student in a supervised internship program against any liability asserted against and incurred by him or her in such capacity, or arising out of his or her status as such.