Bylaw - 0144.4 Defense and Indemnification of Board Members

Last Revised on December 17, 2012

This bylaw is applicable to all types of civil claims under law including tort claims, civil rights claims, and contract claims. The Board will pay all costs and fees incurred by or on behalf of any Board member in the defense of any claim under law if the Board by resolution determines that the Board member's actions upon which the claim is based arise out of the performance of the member's duties as a Board member, and were taken in good faith. 

The Board shall, subject to the provisions of Indiana law, also pay any judgment, compromise, or settlement of a claim, or suit when the Board determines by resolution that it is in the best interest of the Corporation to do so, the act or omission upon which the claim is based occurred within the scope of the Board member's duties as a Board member, and the member did not act in bad faith, or with malfeasance in office. The intent of this bylaw is to hold the Board member harmless from any liability, cost, or damages in connection with such a claim, including but not limited to the payment of legal fees and court costs, except where the liability, cost, damage, or fees are predicated on, or arises out of, the bad faith of the Board member or the claim or judgment is based on the member's malfeasance in office.

If a present or former Board member is or could be subject to personal civil liability for a loss occurring because of a noncriminal act or omission within the scope of the member's duties which violates the civil rights laws of the United States, the Board shall, subject to the limitations established by Indiana law pay the judgment, compromise, or settlement of the claim or suit if the Board determines by resolution that paying the judgment, compromise or settlement is in the best interests of the Corporation. The Board shall also pay all costs and fees incurred by or on behalf of Board member in defense of any such claim or suit.    

A Board member shall not be personally liable on contracts entered into within the scope of the member's duties as a Board member unless the contract clearly states otherwise in writing.

I.C. 20-26-5-4(17)
I.C. 34-13-2
I.C. 34-13-3-5
I.C. 34-13-3-20
I.C. 34-13-4-1

Revised 2/19/13
Reviewed 6/3/13