Chapter 3359-61 Indemnification

3359-61-01 Indemnification and defense.

(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

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 09/21/86

3359-61-02 Expenses.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized pursuant to law by the board of trustees in the specific case upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount unless it shall ultimately be determined that (s)he is entitled to be indemnified by the institution as authorized herein.

Replaces: 3359-61-02

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 09/21/86

3359-61-03 Non-exclusive rights.

The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, by-law, insurance, agreement, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be associated with the university, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Replaces: 3359-61-03

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 09/21/86

3359-61-04 Insurance purchase.

To the extent permitted by law, the board of trustees may authorize and direct that insurance be purchased and maintained on behalf of any person who is, was, or may be entitled to be indemnified hereunder against any liability asserted against him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the university of Akron would provide indemnity against such liability under the provisions hereof.

Replaces: 3359-61-04

Effective: 1/31/2015
Promulgated Under: 111.15
Statutory Authority: 3359
Rule Amplifies: 3359
Prior Effective Dates: 09/21/86