Article X: Indemnification and Personal Liability

Indemnification

Section 54: The Board of Trustees shall, to the extent legally permissible and only to the extent that the status of the College as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, indemnify each of its Trustees and officers (including persons who serve at its request as Trustees or officers of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and legal fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Trustee or officer shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the action was in the best interests of the College; provided that as to any matter disposed of by a compromise payment by such Trustee or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the College, after notice that it involves such indemnification:

  1. by a disinterested majority of the Trustees then in office;
  2. by a majority of the disinterested Trustees then in office, provided that there has been obtained an opinion in writing of independent legal counsel selected by the disinterested Trustees to the effect that such Trustee or officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the College; or
  3. if there are no disinterested Trustees, a written opinion obtained from independent legal counsel selected by the President to the effect that such Trustee of officer appears to have acted in good faith in the reasonable belief that the action was in the best interest of the College.

Expenses, including legal fees, reasonably incurred by any such Trustee or officer in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the College in advance of the final disposition thereof upon receipt of an undertaking by such Trustee or officer to repay the amounts so paid to the College if it is ultimately determined that indemnification is not authorized hereunder.
The College may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of the College or who is or was serving at the request of the College as a member, director, trustee, officer, employee, fiduciary or other agent of a corporation, trust or other organization in which the College has an interest, or with respect to any employee benefit plan, against any liability asserted against or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the College would have the power to indemnify or advance expense to such person against such liability.

The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any Trustee or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which College personnel other than Trustees or officers may be entitled by contract or otherwise under law.

As used in this Section 54, the terms "Trustees" and "officers" shall include their respective heirs, executors and administrators and the indemnification provided in this Section 54 shall benefit such individuals, and a “disinterested” Trustee is one against whom the proceeding in question or another proceeding on the same or similar grounds, is not then and had not been pending or threatened.

The College may, at its discretion, to the extent legally permissible and only to the extent that the status of the College as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, indemnify any past, present, and future employee, member of the faculty, student teacher, teaching assistant, uncompensated volunteer worker, member of a committee of the College, representative to an education association of which the College is a member, or student of the College while serving in a supervised internship program in satisfaction of course requirements or while acting at the direction of or on behalf of the College (“employees, volunteers and students”) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and legal fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of being or having been such an employee, volunteer or student. The authority to defend and indemnify employees, volunteers and students is delegated to the President of the College and the Vice President for Finance and Administration and Treasurer. In the event that there is a determination that the College should not defend or indemnify an employee, volunteer or student in a particular situation, the Audit Committee will be notified, prior to a final decision, at their next regular meeting or a special meeting held at the discretion of the Audit Committee Chair. Nothing contained herein shall affect any rights to defense or indemnification to which any party may be entitled by contract or otherwise under law.

Personal Liability

Section 55: The members, Trustees and officers of the College shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with or having any claim against the College may look only to the funds and property of the College for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the College.

--Amended and Restated By Vote of the Board of Trustees October 29, 2011