Ohio Administrative Code › Title 3359 - University of Akron › Chapter 3359-61 - Indemnification › Section 3359-61-01 - Indemnification and defense

Current through all regulations passed and filed through July 1, 2024
(A)
								The university of
			 Akron shall indemnify and defend any member of its board of trustees, and any
			 officer, administrator, faculty or staff member, or other agent or employee who
			 has been, is, or becomes 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 (other than an action by or in the
			 right of the institution) by reason of the fact that, within the scope and in
			 pursuit of what (s)he in good faith believed to be his or her lawful and proper
			 authority or responsibility on behalf of, and in the best interests of the
			 institution, (s)he acted or omitted to act in such a manner as to cause
			 actionable injury, harm, loss or damage to another. The termination of any
			 action, suit, or proceeding by finding, judgment, order, settlement,
			 conviction, or upon a plea of nolo contendere or its equivalent, shall not of
			 itself create a presumption that the person did not act in good faith and in a
			 manner which (s)he reasonably believed to be in the best interests of the
			 institution and within his (her) lawful and proper authority or responsibility.
			 This indemnity shall extend to all expenses (including reasonable attorneys'
			 fees), judgments, fines, and amounts paid in settlement which are reasonably
			 incurred in connection with any such claim, action, suit, or proceeding,
			 provided that control of the investigation, negotiation, settlement, and
			 defense of the same has been tendered to the university promptly upon the
			 indemnitee's first notice of such claim, and prior to any admission or
			 concession of liability with respect to the same, and provided that the
			 indemnitee fully cooperates with the university in any such investigation,
			 negotiation, settlement and defense which it may undertake.
(B)
								With respect to
			 any such claim, action, suit, or proceeding brought or threatened to be brought
			 by or in the right of the university to recover a judgment in its favor, no
			 indemnification shall be made in respect of any claim, issue, or matter as to
			 which such person shall be determined to be liable for negligence or misconduct
			 in the performance of his or her duty to the institution, except and only to
			 the extent that a court of competent jurisdiction shall determine, upon
			 application, that payment of such indemnity under the circumstances is lawful
			 and proper and that such person is reasonably entitled thereto.
(C)
								Except as just
			 above provided, any indemnification hereunder shall be made only as authorized
			 in the specific case upon a determination that the person is qualified as a
			 member of the board of trustees, or an officer, administrator, faculty or staff
			 member, or other agent or employee of the university, and has met the
			 applicable standard of conduct and that indemnification is otherwise lawful and
			 proper. Such determination shall be made by the board by a majority vote of a
			 quorum consisting of members not parties to such claim action, suit, or
			 proceedings; or, if such a quorum cannot be convened, or, even if convened, if
			 a majority of such quorum so directs, by lawfully appointed special independent
			 legal counsel in a written opinion.
Replaces: 3359-61-01