[Skip to content]
[Image: Building

68: David H. Koch Building]
 

Bylaws of MIT

« Previous: Section 20 | Next: Section 22 »

Section 21

Indemnification

21.1
Each person who at any time has served as a member of the Corporation or of any committee of the Corporation or as an officer of the Corporation or who has served at the request of the Corporation as an officer, individual trustee, director or member of any organization with respect to which the Corporation has interests, including any trust or association established in connection with a retirement plan for employees of the Corporation, shall, to the extent permitted by law, be indemnified by the Corporation for all amounts paid or payable by that person as a judgment, penalty or fine (including an excise tax assessed with respect to an employee benefit plan), as reasonable amounts paid in settlement, and as reasonable expenses, including legal fees and disbursements, incurred as a result of any claim or proceeding in which that person may be involved or with which that person may be threatened, by reason of his serving or having served in such capacity or by reason of any action taken or omitted by that person in any such capacity. However, such indemnification shall be provided only if the person acted in good faith; and

(a) the person reasonably believed that such conduct was in the best interests of the Corporation or that such conduct was at least not opposed to the best interests of the Corporation; and

(b) in the case of any criminal proceeding, the person had no reasonable cause to believe such conduct was unlawful. In addition, the Corporation shall indemnify each such person for all reasonable expenses, including legal fees and disbursements, incurred by the person in the defense of any such claim or proceeding in which the person was wholly successful, on the merits or otherwise. The conduct of any such person with respect to an employee benefit plan for a purpose that the person reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that the person's conduct was at least not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no person shall be indemnified for amounts paid or payable by that person to the Corporation itself or for reasonable expenses, including legal fees and disbursements, incurred in connection with any claim or proceeding by or in the right of the Corporation, except for such reasonable expenses incurred in connection with any such claim or proceeding in which that person is wholly successful, on the merits or otherwise.

21.2
The Corporation shall, before final disposition of a claim or proceeding, advance funds to pay for or reimburse the reasonable expenses, including legal fees and disbursements, incurred by a person eligible for indemnification and acting in any capacity described under Section 21.1, who is involved in or threatened by any claim or proceeding by reason of any action taken or omitted or alleged to have been taken or omitted by that person in such capacity: (a) if the person delivers to the Corporation (i) a written affirmation of the person's good faith belief that the person has met the relevant standard of conduct described in Section 21.1 and (ii) the person's written undertaking to repay any funds advanced by or on behalf of the Corporation if the person is not wholly successful, on the merits or otherwise, in the defense of such claim or proceeding and it is ultimately determined pursuant to Section 21.3 or by a court of competent jurisdiction, administrative authority, or arbitrator that such person has not met the relevant standard of conduct described in Section 21.1; and (b) if a determination has not been made under Section 21.3 on the basis of circumstances known at that time (without further investigation) that the person's conduct fails to meet the relevant standard of conduct described in Section 21.1. Such undertaking to repay funds must be an unlimited general obligation of the person but need not be secured and shall be accepted without reference to the person's financial ability to make repayment.

21.3
The determination of whether a person has met the relevant standard of conduct described in Section 21.1, or is otherwise eligible for indemnification hereunder, shall be made by the following persons in their sole discretion:

(a) if there are two or more disinterested members of the Executive Committee, by the Executive Committee by a majority vote of its disinterested members or by a majority vote of the members of a subcommittee of two or more disinterested members of the Executive Committee who are appointed by majority vote of the disinterested members of the Executive Committee, with a majority of the disinterested members of the Executive Committee constituting a quorum for these purposes;

(b) by special legal counsel (i) selected in the manner provided in clause (a); or (ii) if there are fewer than two disinterested members of the Executive Committee, selected by the Executive Committee, in which selection members who are not disinterested may participate; or

(c) by a majority vote of the disinterested members of the Corporation.

21.4
The Corporation may, in the discretion of the Executive Committee, indemnify any employee or agent of the Corporation who is not acting in any capacity described in Section 21.1, including by advancing funds to pay for or reimburse the reasonable expenses, including legal fees and disbursements, incurred by the person in defending a claim or proceeding prior to final disposition and for reasonable amounts paid in settlement of such claim or proceeding, to the extent permitted law and subject to any conditions the Executive Committee may impose.

21.5
Any right of indemnification granted under Section 21 to any person shall extend to that person's heirs, executors and administrators and shall be without prejudice to any other rights that person may have.

21.6
The Corporation may purchase and maintain insurance and pay retentions on that insurance on behalf of any person who at any time has served as a member of the Corporation or any committee of the Corporation or as an officer of the Corporation or who has served at the request of the Corporation as an officer, individual trustee, director or member of any organization with respect to which the Corporation has interests, or who has served as an agent or employee of the Corporation or, at the request of the Corporation, as an agent or employee of such other organization, against any liability or cost incurred by that person in any such capacity or arising out of that person's status as such, whether or not the Corporation would have the power to indemnify or advance expenses to such person against the same liability or cost under this Section 21.

21.7
The provisions of this Section 21 shall not be construed to limit the power of the Corporation to indemnify members or officers of the Corporation to the fullest extent permitted from time to time by law or to enter into specific agreements, commitments or arrangements for indemnification permitted from time to time by law. The absence of any express provision for indemnification in this Section 21 shall not limit any right of indemnification existing independently of this Section.

21.8
Notwithstanding any other provision of this Section 21, indemnification shall be provided under this Section 21 only to the extent permitted by law and to the extent that the status of the Corporation as an organization exempt from Federal income taxation or to which contributions are deductible under the Internal Revenue Code is not adversely affected by such indemnification, and only to the extent that no tax under Section 4958 or its successor Section of the Internal Revenue Code, as in effect from time to time, is owed as a result of such indemnification.

 

« Previous: Section 20 | Next: Section 22 »

The Bylaws of the MIT Corporation were most recently amended on December 7, 2012. They are available in an easy-print version (PDF). To view this file, you will need the Acrobat reader.

SPOTLIGHT

Dean Deborah Fitzgerald to step down as dean of SHASS
Read more...

Chris Bourg named director of MIT Libraries
Read more...

Mohammed Abdul Latif Jameel '78, member of MIT Corporation, to receive honorary knighthood
Read more...

Hashim Sarkis named dean of the School of Architecture and Planning
Read more...

For more MIT News
Click here...

Committee members who wish to be reimbursed for travel expenses should review the Corporation Office's Travel Reimbursement Policy before making arrangements
» Policy & Vouchers...

MIT Office of the Corporation

Room 7-203
77 Massachusetts Ave Cambridge MA 02139
Phone 617.253.5614
Fax 617.253.8544
E-mail the office