1. By-laws
  2. I: NAME
  3. II: PURPOSE/MISSION
  4. III: RELATIONSHIP TO WHARTON ALUMNI ASSOCIATION
  5. IV: MEMBERSHIP
  6. V: OFFICERS
  7. VI: DIRECTORS
  8. VII: TRANSACTION OF BUSINESS
  9. VIII: COMMITTEES
  10. IX: REMOVAL FROM OFFICE
  11. X: AMENDMENTS
  12. XI: PARLIAMENTARY AUTHORITY
  13. XII: INDEMNIFICATION
  14. XIII: CONFLICT OF INTEREST
  15. XIV: ACKNOWLEDGEMENT

XII: INDEMNIFICATION

Answer

1.    The Association shall indemnify each of its Directors, officers and employees whether or not then in service as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, officer or employee of the Association.  The Association may retain officers and Directors liability insurance and other types of insurance in amounts determined by the Board.  The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Association for negligence or misconduct in the performance of his or her duty as Director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment.  The right to indemnity for expenses shall also apply to the expenses of lawsuits which are settled provided that the court having jurisdiction of the matter shall approve such settlement.  The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, officer or employee may be entitled.