612.1
INDEMNITY
- NDSI shall indemnify, protect and defend, in the manner and to the full
extent permitted by law, any Indemnified Person in respect of any threatened,
pending or completed action, suit or proceeding, whether or not by or in the
right of NDSI, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that the Indemnified Person bears or bore one
or more of the relationships to NDSI specified in Section 612.3 and was acting or failing to act in one or more of
those capacities or reasonably believed that to be the case. Where specifically
required by law, this indemnification shall be made only as authorized in the
specific case upon a determination, in the manner provided by law, that
indemnification of the Indemnified Person is proper in the circumstances. NDSI
may, to the full extent permitted by law, purchase and maintain insurance on
behalf of any Indemnified Person against any liability that could be asserted
against the Indemnified Person.
612.2
EXCLUSION
- The indemnification provided by this Article 612, shall not apply to any
Indemnified Party whose otherwise indemnified conduct is finally determined to
have been in bad faith, self-dealing, gross negligence, wanton and willful
disregard of applicable laws, rules and regulations, of the USS Code, of the
USS Code of Ethics or these Bylaws or who is convicted of a crime (including
felony, misdemeanor and lesser crimes) involving sexual misconduct, child
abuse, violation of a law specifically designed to protect minors or similar
offenses, or who is found by the Board of Review or the National Board of
Review to have committed actions which would be the basis for a conviction and,
in each case, the otherwise indemnifiable conduct (or
failure to act) was, or was directly related to, the predicate acts of the
conviction or finding.
612.3
INDEMNIFIED PERSONS - As used in this Article 612,
"Indemnified Person" shall mean any person who is or was a Board
Member, Board of Review Chairman, Vice-chairman, Presiding Officer or member,
Group Member Representative, officer, official, coach, committee chairman or
member, volunteer, employee or agent of NDSI, or is or was serving at the
direct request of NDSI as a director, officer, Group Member Representative,
meet director, official, coach, committee chairman or member, volunteer,
employee or agent of another person or entity involved with the sport of
swimming.
612.4
EXTENT OF
INDEMNITY - To the full extent permitted by law, the indemnification provided
in this Article shall include expenses (including attorneys' fees,
disbursements and expenses), judgments, fines, penalties and amounts paid in
settlement, and, except as limited by applicable laws, these expenses shall be
paid by NDSI in advance of the final disposition of such action, suit or proceeding.
If doubt exists as to the applicability of an exclusion
to NDSI's obligation to indemnify, NDSI may require
an undertaking from the Indemnified Person obliging him to repay such sums if
it is subsequently determined that an exclusion is applicable. In the case of
any person engaged in the sport of swimming for compensation or other gain, if
NDSI determines that there is reasonable doubt as to such person's ability to
make any repayment, NDSI shall not be obligated to make any payments in advance
of the final determination. This indemnification shall not be deemed to limit
the right of NDSI to indemnify any other person for any such expenses to the
full extent permitted by law, nor shall it be deemed exclusive of any other
rights to which any Indemnified Person may be entitled under any agreement,
vote of members or disinterested directors or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such
office.
SUCCESSORS, ETC - The indemnification provided by this Article shall continue as to an Indemnified Person who has died or been determined to be legally incompetent and shall apply for the benefit of the successors, guardians, conservators, heirs, executors, administrators and trustees of the Indemnified Person.