Approved Changes to ASBO International’s Bylaws
Approved Bylaws Addition
Article IX — Indemnification
Section 1. Limitation of Liability.
To the fullest extent permitted by Illinois law, a Director or Officer shall not be personally liable to the Association or others for monetary damages for any action taken or any failure to take any action, unless the Director or Officer has breached or failed to perform the duties of his office and such breach or failure constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 1.01 hereof shall not apply with respect to the responsibility or liability of a Director or Officer under any criminal statute or the liability of a Director or Officer for the payment of taxes pursuant to local, state or federal law.
Section 2. Indemnification.
Section 3. Effect of Amendment.
- Indemnification. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a Director or Officer or an employee, secondee, contractor, representative or agent of the Association, or is or was serving, at the request of the Association, as a Director or Officer or as an employee, secondee, contractor, representative or agent of another corporation, partnership, association, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided, however that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self- dealing, willful misconduct or recklessness.
- Advance of Expenses. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Association in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director, Officer, employee, secondee, contractor, representative or agent to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Association as authorized in this Article.
- Indemnification Not Exclusive. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other right to which persons seeking indemnification and advancement of expenses may be entitled under any agreement, vote of the Board of Directors, or otherwise, both as to actions in such persons’ official capacity and as to their actions in another capacity while holding office, and shall continue as to a person who has ceased to be a Director, Officer, employee, secondee, contractor, representative or agent and shall inure to the benefit of the heirs, executors, and administrators of any such person.
- Insurance, Contracts, Security. The Association may purchase and maintain insurance on behalf of any person, may enter into contracts of indemnification with any person, and may create a fund of any nature which may, but need not be, under the control of a trustee for the benefit of any person, and may otherwise secure, in any manner, its obligations with respect to indemnification and advancement of expenses, whether arising under this Article or otherwise, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Article.
Any amendment, repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director or Officer or any right of any person to indemnification from the Association with respect to any action or failure to take any action occurring prior to the time of such amendment, repeal or modification.