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                                                                                                   14-000

                                      LIABILITY AND INDEMNIFICATION (POLICY)

     1. Liability and indemnification.  In the absence of fraud or bad faith, the Trustee of the Corporation
        shall not be personally liable for its debts, obligations or liabilities; and the Corporation shall
        indemnify any Trustee or officer or former Trustee or officer of the Corporation, or any person who may
        have served at its request as a Trustee or officer of another corporation, whether for profit or not for
        profit, against expenses actually and necessarily incurred by him in connection with the defense of any
        action, suit, or proceeding in which he is made a party by reason of being or having been such Trustee or
        officer, except in relation to matters as to which he shall be adjudged in such action, suit, or
        proceeding to be liable for negligence or misconduct in the performance of a duty.  Such indemnification
        shall not be deemed exclusive of any other rights which such Trustees or officer may be entitled, under
        any by-laws, agreement, vote of Board of Trustees or members, or otherwise.  Anything contained in this
        Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise
        entitled to such indemnification if such indemnification would constitute "selfdealing" as defined in
        Section 4941 of the Internal Revenue Code of 1954.

     REFERENCE: OSCC By-Laws, Article X

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