ARTICLE XII

INDEMNIFICATION

Section 12.1.  Full Indemnification.

Other than an action by or in the right of ICAB, to the fullest extent permitted by Illinois law, ICAB shall indemnify its Officers, Regents, members of any ICAB bodies, employees and agents.

Section 12.2,  Third-Party Actions.

ICAB 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 (other than an action by or in the right of ICAB) by reason of the fact that the person is or was a Regent, Officer, member of an ICAB body, employee or agent, or is or was serving at the request of ICAB as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid or owed in settlement actually and reasonably paid or incurred by the person or rendered or levied against the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of ICAB, and with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith, and in a manner which the person reasonably believed to be in or not opposed to the best interests of ICAB or, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful. Without limiting the generality of the foregoing, ICAB also grants indemnification as otherwise provided for herein.

Section 12.3.  Action by ICAB.

ICAB 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 or suit by or in the right of ICAB to procure a judgment in its favor by reason of the fact that the person is or was a Regent, Officer, member of a ICAB Body, employee or agent, or is or was serving at the request of ICAB as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably paid or incurred by the person in connection with the defense of settlement of such action or suit in or not opposed to the best interests of ICAB; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for misfeasance or nonfeasance in the performance of the person's duty to ICAB unless and only to the extent that, despite the adjudication of liability but in view of all circumstances of the case, such person fairly and equitably merits indemnification.

Section 12.4.   Successful Litigation.

To the extent that a person who may be entitled to indemnification by ICAB under this Section is or has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses, including attorneys' fees, actually and reasonably paid or incurred by the person in connection therewith.

Section 12.5.  Authorization for Payment.

Any indemnification under this Article shall be made by ICAB only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article.  Such determination shall be made by the Board of Regents by a majority vote of a
·        quorum consisting of Regents who were not parties to such action, suit or proceeding;
·        if such a quorum is not obtainable or, even if obtainable, by a quorum of disinterested Regents, pursuant to a written opinion of the attorney for ICAB or by action of the approved representatives of Member Organizations  of ICAB;
·        if required by law, by the court in which such action, suit or proceeding was brought or another court of competent jurisdiction.

Section 12.6.   Advance Payment.

Although ICAB is not required to do so, expenses incurred in defending a civil or criminal action, suit or proceeding may be authorized by the Board of Regents and paid by ICAB in advance of the final disposition of such action, suit or proceeding if such payment is authorized in the manner provided herein, upon receipt of an undertaking by or on behalf of the person being indemnified to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by ICAB as authorized in this Section.

Section 12.7.   Benefit.

The provisions of this Article shall apply to the estate, executors, administrators, heirs, legatees or devices of a person entitled to indemnification hereunder and the term "person," where used in this Section, shall include the estate, executors, administrators, heirs, legatees or devisees of such person.