Article VII Indemnification

Indemnification

1. Each trustee and officer of the College shall be indemnified by the College against all
expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and necessarily incurred by such trustee or officer in connection with any action, suit, or proceeding to which that trustee or officer has been made a party by reason of being or having been such trustee or officer except in relation to matters to which such trustee or officer shall have been adjudicated in such action, suit, or proceeding to be liable for willful misconduct or wanton or reckless disregard for human rights, safety or property in the performance of duty. Such indemnification may, in the discretion of the Board, include advances of the trustee's or officer's expenses before the final disposition of the action, suit or proceeding, if the trustee or officer furnishes to the Board a written undertaking to repay the advance if it is ultimately adjudicated that such trustee or officer was liable for willful misconduct or wanton or reckless disregard for human rights, safety or property in the performance of duty.

2. Each member of the faculty and staff of the College shall, subject to the provisions herein, be indemnified by the College against all expenses (including attorneys’ fees), judgments, and fines actually and necessarily incurred by such individual in connection with any action, suit, or proceeding to which that person has been made a party as a result of his or her good faith performance of duties on behalf of, or at the direction of, the College. The College will not be obligated to indemnify for any amounts paid in settlement unless the College first approves of the settlement. The College retains the right to select or approve defense counsel; the individual may retain different, personal counsel at personal expense. Indemnification will be made only as authorized in a specific case, upon application by the individual, and after a determination by the President of the College, which determination may be reviewed by the Board, that the indemnification is proper under the circumstances and that the individual has met the applicable standards of conduct set forth herein. The College will not indemnify for either (a) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law or (b) an act or omission that is grossly negligent or reckless. Such indemnification may, in the discretion of the Board, include advances of the individual’s expenses before the final disposition of the action, suit, or proceeding if the individual furnishes to the Board a written undertaking to repay the advances if it is ultimately adjudicated that the individual did not meet the standard of conduct set forth herein.

3. The Board may purchase and maintain insurance on behalf of its trustees, officers, faculty, and staff and former trustees, officers, faculty, and staff and on those persons who were serving at the request of the Board in any capacity in another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, or as a result of his or her good faith performance of duties on behalf of, or at the direction of, the College, whether or not the College would be required to indemnify such person against such liability under the provisions of this Article or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering trustees, officers, faculty, and staff or former trustees, officers, faculty, and staff made to or on behalf of a person entitled to indemnification under this Article shall relieve the College of its liability for indemnification provided for in this Article or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the College with respect to such payment.