ARTICLE XV – INDEMNIFICATION

Section 1. Right of Indemnification

The Association shall indemnify any person who is or was a Director, Officer, Committee Member, or authorized volunteer of the Association against liability incurred in connection with any proceeding arising from actions taken in good faith on behalf of the Association, to the fullest extent permitted under the Idaho Nonprofit Corporation Act.

Section 2. Scope of Indemnification

Indemnification may include reasonable expenses, including attorney fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with a proceeding, provided the individual acted:

1. in good faith, and

2. in a manner reasonably believed to be in the best interests of the Association.

Indemnification shall not apply to acts involving:

willful misconduct

fraud

criminal acts

actions taken for personal benefit at the expense of the Association.

Section 3. Advancement of Expenses

Expenses incurred by a Director, Officer, Committee Member, or authorized volunteer in defending a proceeding may be advanced by the Association prior to final disposition of the proceeding, provided the individual agrees to repay such advances if it is ultimately determined that they are not entitled to indemnification.

Section 4. Insurance

The Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Committee Member, or authorized volunteer against liability asserted against them in such capacity, whether or not the Association would have the power to indemnify them under this Article.

Section 5. Non-Exclusivity

The rights of indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under law, agreement, vote of the Board of Directors, or otherwise.