Article 6
Indemnification
6.1 Indemnification Against Third Party Actions. The Association shall defend and indemnify the officers, and Trustees against all actions, claims and suits brought by third parties against them individually which arise from the exercise of their obligations and duties as officers and Trustees. This shall include all civil, administrative, criminal, or investigative actions whether brought by an individual or a governmental agency. The indemnification shall extend to the payment of reasonable attorney’s fees incurred in the defense of such action, including fees for independent counsel, and the payment of any fine, settlement or judgment. This indemnity is limited in scope to those acts or omissions arising from the good faith exercise of the authority of the office held or the discharge of the duties as a Trustee on behalf of the Association.
6.2 Indemnification Against Member Actions. The Association may defend and indemnify the officers and Trustees against all actions, claims, and suits brought by Members of the Association against them individually which arise from the exercise of their obligations and duties as officers and Trustees. This shall include all civil, administrative, criminal or investigative actions whether brought by an individual or a governmental agency. The indemnification shall extend to the payment of reasonable attorney’s fees incurred in the defense of such action, including fees for independent counsel, and the payment of any fine, settlement or judgment. This indemnity is limited in scope to those acts or omissions arising from the good faith exercise of the authority of the office held or the discharge of the duties as a trustee on behalf of the Association.
6.3 Request for Indemnification. When any officer, Trustee or employee of the Association receives notice of any action referred to above, he or she must give notice to the president and to the Board of Trustees stating the nature of the claim, the claimant, and all pertinent information about the claim. The Board, in the case of an action against an officer, employee, or against a single Trustee, may vote to indemnify the officer, employee, or Trustee. In the event that the action is against the board of Trustees as a whole or names more than a single Trustee individually, and the claim exceeds the limits of any insurance coverage or is not covered, the Board may not agree to indemnify itself without presenting the matter to the Association for a vote at a special meeting called for that purpose.
6.4 Insurance. The Association may purchase and maintain insurance on behalf of an individual who is acting as Trustee or an officer of the corporation, against liability associated against or incurred by him or her in that capacity or arising from his or her status as a Trustee or officer.