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Act. The right to indemnification will include the right to be paid by the <br />Authority for expenses incurred in defending a proceeding in advance of its <br />final disposition in the manner and to the extent permitted by the Board in <br />its sole discretion. In addition to the indemnification described above that <br />the Authority shall provide a Director, officer or administrator, the <br />Authority may, upon approval of the Board in its sole discretion, indemnify <br />a Director, officer, or administrator under such other circumstances, or may <br />indemnify an employee, against liability and reasonable expenses, including <br />attorneys' fees, incurred in connection with any claim asserted against him <br />or her in said party's capacity as a Director, officer, administrator, or <br />employee of the Authority, subject to any limitations that exist by law. Any <br />indemnification by the Authority pursuant to this § 31 shall be evidenced by <br />a resolution of the Board. For purpose of indemnification, former Directors <br />shall be entitled to the same rights of indemnification as current Directors. <br />§ 31. Expenses Subject to Indemnification <br />As used herein, the term "expenses" includes fines or penalties imposed <br />and amounts paid in compromise or settlement of any such litigation only <br />if: <br />(a) independent legal counsel designated by a majority of the <br />Board, excluding those Directors who have incurred expenses <br />in connection with such litigation for which indemnification <br />has been or is to be sought, shall have advised the Board that, <br />in the opinion of such counsel, such Director, officer, <br />administrator, or other employee is not liable to the Authority <br />for gross negligence or willful misconduct in the performance <br />of his or her duties with respect to the subject of such <br />litigation; and <br />(b) a majority of the Directors shall have made a determination <br />that such compromise or settlement was or will be in the best <br />interests of the Authority. <br />Adopted April 9, 2008 F w 118 <br />Revisions: June 7, 2012; February 15, 2018 <br />