MORRISON AND MARY WILEY LIBRARY INDEMNIFICATION AND INSURANCE POLICY
Section
1
The Morrison and Mary Wiley Library shall indemnify
any person who was or is a party or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the library) by reason of the fact that he or she is or was a trustee,
officer, employee or agent of the library, or who is or was serving at the
request of the library as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person 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 library 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 library, or,
with respect to any criminal action or proceeding, that the person had
reasonable cause to believe that his or her conduct was unlawful.
Section
2
The library
shall indemnify any person who was or is a party or is threatened to be made a
party, to any threatened, pending or completed action or suit by or in the
right of the library to procure a judgment in its favor by reason of the fact
that such a person is or was a trustee, officer, employee or agent of the library
or is or was serving at the request of the library as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, if such person 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 library, provided that no indemnification shall be made in respect of any
claim, issue or matter as to which person shall have been adjudged to be liable
for negligence or misconduct in the performance of his or her duty to the library,
unless, and only to the extent that the court in which such action or suit was
brought, shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper.
Section
3
To the extent that a trustee, officer, employee or
agent of the library has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in Sections (1) and (2)
of this policy, or in defense of any claim, issue or matter therein, such
person shall be
indemnified against expense (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
MORRISON AND MARY WILEY LIBRARY INDEMNIFICATION AND INSURANCE POLICY
(CONT.)
Section
4
Any indemnification under Section (1) and (2) of this policy
(unless ordered by a court) shall be made by the library only as authorized in
the specific case, upon a determination that indemnification of the trustee,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections (1) and (2)
of this policy. Such determination shall
be made (i) by the Library Board of Trustees by a majority vote of a quorum consisting of trustees
who were not parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or,
even if obtainable, a quorum of disinterested trustees so directs, by
independent legal counsel in a written opinion.
Section
5
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the library in advance of the final
disposition of such action, suit or proceeding as authorized by the Library Board
of Trustees in the specific case, upon receipt of an undertaking by or on
behalf of the trustee, officer, employee or agent to repay such amount, unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the library as authorized in this policy.
Section
6
The
indemnification provided by this policy shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
agreement, vote of disinterested trustees or otherwise, both as to action in
his or her official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a trustee,
officer, employee or agent, and shall inure to the benefit of the heirs,
executors and administrators or such a person.
Section
7
The library
may purchase and maintain insurance on behalf of any person who is or was a
trustee, officer, employee or agent of the library, or who is or was serving at
the request of the library as a director, officer, employee or agent of 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 his or her status as such, whether or not the library
would have the power to indemnify such person against such liability under the
provisions of this policy.
Section 8
For the purposes of this policy, references to
"the library" shall include, in addition to the
surviving
library, any merging library (including any library having merged with a
merging library) absorbed in a merger which, if the separate existence had
continued, would have had the power and authority to indemnify its trustee,
officers, employee or agents, so that any person who was a trustee, officer,
employee or agent of such merging library, or was serving at the request of MORRISON AND MARY WILEY LIBRARY
INDEMNIFICATION AND INSURANCE POLICY (CONT.)
such merging library as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this policy with respect to the surviving library as such person
would have with respect to such merging library if its separate existence had
continued.