Part 10 Subpart 10-4 Provision of Legal Representation for Other Officers And Employees
of the University; Indemnification
Sec. 10-401. Policy on Provision of Legal Representation for Other Officers and Employees of the
University.
Subject to the limitations and conditions set forth in this subpart, the University
shall provide legal representation for its officers and employees (other than the
President and the Trustees), including student employees and properly appointed volunteers,
or indemnify them for the cost of legal representation made necessary or desirable
by the existence of all of the following conditions:
- The officer or employee has been made a party to, or is threatened to be made a party
to, a civil, criminal or administrative suit, proceeding, action, or investigation.
- The suit, proceeding, action, or investigation relates to conduct or inaction of the
officer or employee which was within his/her scope of authority and course of employment,
or which the officer or employee reasonably believed to be within his/her scope of
authority and course of employment.
- The conduct or inaction at issue was the result of the officer or employee acting
in good faith.
Sec. 10-402. Limitations on Indemnification for Legal Representation.
- The University may, in its discretion, designate and engage an attorney on behalf
of the officer or employee who is in need of legal representation. If the officer
or employee declines such representation, the University shall have no obligation
to indemnify the officer or employee for the cost of legal representation.
- The officer or employee seeking indemnification for legal representation shall have
a duty to cooperate fully with the counsel approved by or appointed by the University.
If the officer or employee fails to cooperate with the counsel, legal representation
may be withdrawn, and the University shall have no obligation to indemnify the officer
or employee for the cost of legal representation. In the event that legal representation
is withdrawn, the Board will be provided with a summary of the reasons for such withdrawal
at the next meeting of the Board.
- If at any time during the suit, proceeding, action or investigation, it is determined
by the University either (a) that the officer or employee does not satisfy the requirements
for indemnification set forth in Sec.10-401, or (b) that the officer or employee did
not comply with University procedures, legal representation shall be withdrawn, and
the University shall have no obligation to indemnify the officer or employee for the
cost of legal representation.
- The obligation to provide legal counsel or indemnification for legal representation
shall not apply if the suit, proceeding, action or investigation is commenced by the
Board.
- The duty to provide legal counsel or indemnification for legal representation shall
not apply if the officer or employee fails to seek prior approval of indemnification
as specified in University procedures.
- The duty to provide legal counsel or indemnification for legal representation shall
apply only if the conduct or inaction involved did not constitute an intentional violation
of federal or State law.
Sec. 10-403. Responsibilities of President.
The President of the University shall be responsible for administering policies and
procedures governing indemnification and legal counsel for officers and employees
of the University other than the President and Board of Trustees. Such policies and
procedures shall outline (1) the steps to be taken to request indemnification and/or
legal counsel, (2) conditions for indemnification for judgments, settlements, and
fines, and (3) identification of University officials responsible for communicating
on suits, legal proceedings and/or investigations.
Cross Reference:
Subpart 9-3. Provision of legal counsel for the President and Trustees; indemnification
Business Policy Letter, BPL 99:10, Legal Representation and Indemnification
Prior Board Action:
Entire Subpart 10-4 included in October 19, 2001 Codification, Phase I.
Entire Subpart 10-4 included in October 22, 2004 Codification, Phase II.
