American Association of Pastoral Counselors

ARTICLE XI - INDEMNIFICATION

The Association shall, to the extent legally permissible, indemnify each person (and his or her heirs, executors, administrators, or other legal representatives) who is, or shall have been, a member of the Association, a member of the Board of Directors, an officer of the Association, or an employee of the Association, against all liabilities and expenses (including judgments, fines, penalties and attorney’s fees) and all amounts paid, reasonably incurred by any such person in connection with, or arising out of, any action or threatened action, suit or proceeding in which any such person may be involved, directly or indirectly, by reason of his or her being or having been an Association member, Board member, officer or employee of the Association, except in relation to matters as to which any such person shall be finally adjudged (other than by consent) in such action, suit or proceeding (i) to have breached an officer or director’s fiduciary duty of loyalty to the Association, (ii) to have acted or failed to act not in good faith or with intentional misconduct or a knowing violation of law, or (iii) to have engaged in any transaction from which the officer or director derived an improper personal benefit. The Association’s indemnification of employees and other persons or agents of the Association shall not exceed, and shall be limited to, that provided herein to officers and directors, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorney’s fees and the cost of reasonable settlements. In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had but only if the Board of Directors shall have been furnished with an opinion or counsel for the Association to the effect that such settlement or compromise is in the best interest of the Association and that such Association member, trustee, officer or employee does appear to have acted other than by any proscribed act described in the foregoing exceptions (i) through (iii), and if the Board of Directors shall have adopted a resolution approving such settlement or compromise. The foregoing right of indemnification shall not be exclusive of other rights to which any Association member, trustee, officer or employee may be otherwise entitled. The provisions of this section are severable, and if any provision or portion hereof shall for any reason be held inapplicable, illegal or ineffective, this shall not affect any right of indemnification existing otherwise than under this section. The Association may, through action by the Board of Directors or the Executive Committee if good cause be shown, advance payment to a person for whom indemnification is due as provided herein, and purchase directors’ and officers’ liability insurance. This provision is subject to amendment and shall apply to claims for indemnification when actually made in writing and received by the Association and not be applied to or be based upon a date of occurrence giving rise to the claim or the indemnification provision that was then in effect.