By resolution of the Board of Directors, the Council may indemnify an officer, director, or employee against any and all expenses and liabilities actually and necessarily incurred by him/her or imposed on him/her in connection with any claim, action, suit, or proceeding (whether actual or threatened, brought by or in the right of the Council or otherwise, civil, criminal, administrative or investigative, including appeals) to which he/she may be or is made a party by reason of his/her being or having been an officer, director, or employee of the Council, provided, however, that there shall be no indemnification in relation to matters as to which he/she shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Council for damages out of his/her own negligence or misconduct in the performance of a duty to the Council.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, cost and disbursements, and judgments, fines, and penalties against and amounts paid in settlement by such officer, director, or employee. The Council may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any officer, director, or employee; provided, however, that such officer, director, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he/she is not entitled to indemnification under this Article.

The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption thereof.

The indemnification provided for in this Article shall not be deemed exclusive of any other rights to which such officer, director, or employee may be entitled, under any law, bylaw, agreement, vote of the Board of Directors, or otherwise, and shall not restrict the power of the Council to make any indemnification permitted by law. Indemnification as provided for in this Article shall inure to the benefit of the executors, administrators, or other legal representatives of an officer, director, or employee.

If any part of this Article shall be found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.