ODSGNA
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Article XVI -
Indemnification and
Insurance
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16.01
Indemnification
The
Regional Society shall, to the fullest extent permitted by law, indemnify
and hold harmless each person who serves as an officer of the Regional
Society, as a member of the Board of Directors of the Regional Society, as
a member of any duly authorized committee of the Regional Society, or as
an employee of the Regional Society, from and against any and all claims
and liability, whether the same are settled or proceed to judgment, to
which such person shall have become subject by reason of his or her having
acted in the capacity or capacities heretofore enumerated, or by reason of
any action alleged to have been taken or omitted by him or her in such
capacity, and shall reimburse (to the extent not otherwise reimbursed by
insurance) each such person for all legal and other expenses, including
the cost of settlement, reasonably incurred by him or her in connection
with any such claim, liability, suit, action or proceeding;
provided, however, that no such person shall be indemnified against, or be
reimbursed for, any claims, liabilities, costs or expenses incurred in
connection with any claim or liability, or threat or prospect thereof, if
he or she did not meet the standards of conduct required by applicable law
in order to permit the corporation so to indemnify him or her, or if the
claim or liability arose out of the person's:
(a) willful failure to deal fairly with the
Regional Society or its members in connection with a matter in which the
person has a material conflict of interest;
(b) violation of criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or no
reasonable case to believe his or her conduct was
unlawful;
(c) transaction
from which the person derived an improper personal profit or benefit;
or
(d) willful
misconduct.
16.02
Insurance
The Old
Dominion Regional Society of Gastroenterology Nurses and Associates, Inc.
may obtain insurance to protect the officers, directors, committee members
and members, the staff and the Regional Society against liability, in
accordance with the policies and procedures of
SGNA. |
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