§4545.5. Defense and indemnification of directors, officers or employees

The authority may defend, indemnify against loss or liability and save harmless any of its directors, officers or employees whenever a claim or demand is made or threatened, or whenever proceeded against in any investigation or before any court, board, commission or other public body to defend or maintain his official position or a position taken in the course of the execution of his duties or because of any act or omission arising out of the performance of his official duties if it is determined that the director, officer or employee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Authority. Such determination shall be made by the board of directors by a majority vote of directors who were not parties to such action, suit, proceeding, investigation or claim. The provisions of the preceding two sentences shall not apply in the event a director, officer or employee is adjudged liable for malfeasance in office or an intentional tort. To the extent that a director, officer or employee of the Authority has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith. Expenses, including attorneys' fees, incurred in defending a civil action, suit or proceeding may be paid by the Authority in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in this Section upon receipt of an undertaking by or on behalf of the director, officer or employee, to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Authority as authorized in this Section. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, or otherwise, both as to action in his 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 director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person. The Authority shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Authority against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Authority would have the power to indemnify him against such liability under the provisions of this Section.

Added by Acts 1979, No. 772, §1, eff. July 20, 1979.