Each director, officer, employee, or agent is entitled to all the rights and remedies provided by I.C. 23-17-16-1 et seq. and any amendments thereto or substitution thereof, in addition to any other rights or remedies provided to such director, officer, employee, or agent in this article. Should other provisions of this article conflict with the provisions of I.C. 23-17-16-1 et seq., the statute shall take precedence over the other provisions of this article.
Every person who is or was a director, officer, or employee of this Cooperative, or of any other Cooperative for which such person is or was serving in any capacity at the request of this Cooperative, shall be indemnified by this Cooperative against any and all liability and expense that may be incurred by such person in connection with or resulting from or arising out of any claim, action, suit or proceeding, either civil or criminal, provided that such person is wholly successful with respect thereto or acted in good faith in what such person reasonably believed to be in, or not opposed to, the best interest of this Cooperative or such other Cooperative as the case may be, or in any criminal action or proceeding in which such person had no reasonable cause to believe that such person’s conduct was unlawful. As used herein “claim, action, suit or proceeding” shall include any claim, action, suit or proceeding (whether brought by or in the right of this Cooperative or such other Cooperative or otherwise), civil, criminal, administrative or investigative, whether actual or threatened, or in connection with an appeal relating thereto, in which a director, officer or employee of this Cooperative may become involved, as a party or otherwise, (i) by reason of such person being or having been a director, officer or employee of this Cooperative or such other Cooperative or arising out of such person’s status as such, or (ii) by reason of any past or future action taken or not taken by such person in any such capacity, whether or not such person continues to be such at the time such liability or expense is incurred. The terms “liability” and “expense” shall include, but shall not be limited to, attorney’s fees and disbursements, amounts of judgments, fines or penalties, and amounts paid in settlement by or on behalf of a director, officer, or employee, after prior approval thereof by action of the members of the Board of Directors not involved in the claim, action, suit or proceeding, but shall not in any event include any liability or expenses on account of profits realized by such person in the purchase or sale of securities of the Cooperative in violation of the law. The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in this paragraph.
Any such director, officer, or employee who has been wholly successful with respect to any such claim, action, suit, or proceeding shall be entitled to indemnification as a matter of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made only if, (i) the Board of Directors acting by quorum consisting of directors who are not parties to or who have been wholly successful with respect to such claim, action, suit, or proceeding shall find that the director, officer or employee has met the standards of conduct set forth in the preceding paragraph, or (ii) independent legal counsel, mutually agreed upon by the involved director, officer or employee and the Board of Directors of the Cooperative, shall deliver to the Cooperative their written opinion that such director, officer or employee has met such standards of conduct.
If several claims, issues, or matters of action are involved, any person may be entitled to indemnification as to some matters even though such person is not entitled as to other matters.
The Cooperative may advance expenses to or, where appropriate may at its expense, undertake the defense of any such director, officer, or employee upon receipt of any written acknowledgment on behalf of such person to repay such expenses if it should be ultimately determined that such person is not entitled to indemnification hereunder.
The provisions of this section shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act during, before, or after the adoption hereof.
The rights of indemnification provided hereunder shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law and shall inure to the benefit of the heirs, executors, and administrators of any such person.
The Cooperative may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Cooperative or is or was serving at the request of the Cooperative as a director, officer, employee, or agent of another Cooperative against any liability asserted against such person and incurred by such person in any capacity arising out of such person’s status as such, whether or not the Cooperative would have the power to indemnify such person against such liability under the provisions of this section or otherwise.