Draft Amendment to DFMS By-Laws Indemnification Clause
Resolved, The Executive Council, meeting October 25-28, 202 in Linthicum Heights, MD, has amended the Indemnification Clause in the Executive Council and DFMS by-laws as follows:
Indemnification and Insurance
(a) The Society shall indemnify all members of the Council
shall be indemnified, as well as officers thereof, to the fullest extent now or hereafter permitted by law, should any such member or officer be made, or threatened in writing to be made, a party in any actual or threatened action or proceeding (including civil, criminal, administrative, or investigative proceedings) arising out of their service to the Council or the Society as a member or officer (or their service to another organization at the Council’s request) against any judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
(b) Persons who are not directors or officers of the Council, but who are employees or agents thereof, acting within the scope of their employment, shall be similarly indemnified in respect of such service.
(c) This Article constitutes a contract between the corporation and the indemnified officers, directors, employees, and agents. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnitee under this Article shall apply to such indemnitee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
(c) (d) The provisions of this section shall be applicable to actions or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof and to persons who have ceased to be members of the Council, officers, employees, or agents thereof, and shall inure to the benefit of their heirs, executors, and administrators.
(e) The Society shall have the power to purchase and maintain insurance to indemnify the Society for any obligation which it incurs as a result of its indemnification of directors and officers pursuant to this section, or to indemnify such persons in instances in which they may be indemnified pursuant this section.