ARTICLE VIII

INDEMNIFICATION AND INSURANCE

Section 8.01     Authority to Indemnify.  The College shall indemnify, to the fullest extent allowed by the laws of the District of Columbia as those laws presently exist or hereafter may be amended, any individual 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 he or she is or was a Regent, officer, employee or agent of The College, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such action, suit or proceeding if he or she acted in good faith, and believed his or her conduct to be in the best interests of The College, or at least not opposed to the best interests of The College and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful.  However, such Regent, officer, employee or agent of The College shall not be indemnified when, in connection with any proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, he or she was adjudged liable to The College.  Unless the Articles of Incorporation provide otherwise, a Regent, officer, employee or agent of The College who entirely prevails in the defense of any proceeding to which he or she was a party because he or she was a Regent, officer, employee or agent of The College shall be indemnified against reasonable expenses (including attorney’s fees) actually incurred by him or her in connection with the proceeding.

Section 8.02     Determination of Indemnification.    Any determination under Section 8.01 (unless ordered by a court) shall be made by The College only as authorized in the specific case upon a determination that the indemnification of the Regent, officer, employee or agent is permissible because such Regent, officer, employee or agent has met the standard of conduct set forth in Section 8.01 of these Bylaws.  Such determination shall be made by the (a) Board of Regents by a majority vote of a quorum consisting of Regents who at the time were not parties to such proceeding, or (b) if a quorum can not be obtained, a majority vote of a committee duly designated by the Board consisting solely of two or more Regents not at the time parties to the proceeding, or (c) special counsel, who may be the general counsel of The College, selected by the Board of Regents by a majority vote of a quorum consisting of Regents who are not a party to the proceeding.

Section 8.03     Application of Article VIII.    The indemnification provided by, or granted pursuant to Sections 8.01 and 8.02 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled to under any bylaw, agreement, vote of disinterested Regents or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.  The indemnification provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to an individual who has ceased to be a Regent, officer, employee or agent of The College and shall inure to the benefit of the heirs, executors and administrators of such individual.

Section 8.04     Liability Insurance.    The College shall maintain liability insurance with a limit of coverage not less than that specified in the Act, as amended from time to time, or in such greater amount as is appropriate.  The College may purchase and maintain insurance on behalf of any Regent, officer, employee or agent against any liability asserted against him or her because of service to The College.