(A) The village shall indemnify all officers, agents, and employees of the village with respect to threatened, pending, or completed civil or criminal proceedings to the full extent required or permitted by law.
(B) Without in any way limiting the foregoing, the village:
(1) May indemnify any person who was or is 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 village, by reason of the fact that such person is or was the Chairperson of the Board of Trustees, a member of the Board of Trustees or an officer, employee, or agent or representative of the village, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if such person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the village and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order settlement, or conviction or upon a plea of nolo contendere, or its equivalent, shall not of itself create a presumption that such person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the village and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
(2) To the extent that the Chairperson of the Board of Trustees, a member of the Board of Trustees or an officer, employee, agent, or representative of the village has been successful on the merits or otherwise in defense of any action, suit, or proceedings referred to in division (B)(1) above, or in defense of any claim, issue, or matter in such action, suit, or proceeding, he or she shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with such defense.
(3) The village may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the village to procure a judgment in its favor by reason of the fact that such person is or was the Chairperson of the Board of Trustees, a member of the Board of Trustees or an officer, employee, agent, or representative of the village, against expenses, including attorney’s fees, actually and reasonably incurred by his or her in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be to or not opposed to the best interests of the village, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person was adjudged to be liable for negligence or misconduct in the performance of his or her duty to the village.
(4) Any indemnification under the provisions of this section shall be made by the village only as authorized to the specific case upon a determination that indemnification of the Chairperson of the Board of Trustees, a member of the Board of Trustees, or an officer, employee, agent, or representative of the village is proper to the circumstances because he or she has set the applicable standard of conduct set forth in this section. Such determination shall be made by the Board members by a majority vote of a quorum consisting of Board members who were not parties to such action, suit, or proceeding or, if such a quorum is not obtainable or even if obtainable, a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion.
(5) Expenses incurred to defending a civil or criminal action, suit, or proceeding may be paid by the village in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in division (B)(1) above upon receipt of an undertaking by or on behalf of the Chairperson of the Board of Trustees, a member of the Board of Trustees or an officer, employee, agent, or representative of the village to repay such amount unless it is ultimately determined that he or she is entitled to be indemnified by the village as authorized in this section.
(6) The indemnification provided by this section shall not be deemed exclusive of any other rights to which the person indemnified may be entitled under any law, regulation, or agreement, either as to action in his or her official capacity or as to action in another capacity while holding such office and representing the interests of the village in such capacity, and shall continue as to a person who has ceased to be the Chairperson of the Board of Trustees, a member of the Board of Trustees or an officer, employee, agent, or representative of the village, and shall inure to the benefit of the heirs, personal representatives, and assigns of each person.
(1991 Code, § 1-905) (Ord. 537, passed 7-31-1997)