Indemnification

Resolution on Amendments to Indemnification Resolution

Updated December 5, 2025

WHEREAS, on May 22, 1971, the Board of Trustees of Indiana University adopted a Resolution concerning the indemnification of any person against whom any action is brought or threatened by reason of the fact that such person is or was a trustee, officer, agent or employee of Indiana University, or is or was serving at the request of Indiana University as a trustee, director, officer, agent or employee of any corporation, partnership, trust or other entity or enterprise; and
WHEREAS, on June 20, 1991, the Board adopted a Resolution amending the 1971 Indemnification Resolution; and

WHEREAS, on February 14, 2014, the Board adopted a Resolution amending the 1971 Indemnification Resolution; and

WHEREAS, the Trustees of Indiana University believe it to be in the best interest of Indiana University to amend the 2014 Indemnification Resolution to ensure that all past, current, and future Trustees, University Presidents, University General Counsels, University Chief Information Officers, University Chief Information Security Officers, and University Superintendents for Public Safety can make decisions on behalf of the University without fear of litigation against them personally.

NOW, THEREFORE, BE IT RESOLVED, that the Indemnification Resolutions of 1971, 1991, and 2014 are hereby amended and adopted to read:

A. Definitions.

As used in this Resolution:

“Action” means any actual or threatened lawsuit or other judicial, administrative or investigative proceeding, whether civil, criminal or otherwise, or any appeal or other proceeding for review of such Action. This term shall not include internal University proceedings or proceedings brought against the University by a Person (as defined herein) for any purpose other than the enforcement of the rights created by this Resolution.
“Person” means an officer, employee or agent of Indiana University, or an individual who is or was serving at the request of Indiana University in any capacity on a board of an entity controlled by Indiana University. This term shall not include independent contractors, medical professionals performing medical services, or persons consulting for private businesses.
“Indemnified Person” means a Person who meets the criteria for discretionary indemnification set forth in Section B of this Resolution.
“Final Judgment” means a judgment, decree, or order which issues from a court or administrative body from which no further appeal may be taken, or one which is appealable and as to which the period for appeal has expired and no appeal has been taken.
“Settlement” includes a negotiated resolution of an Action, the entry of a judgment by consent, or by confession or upon a plea of guilty or of nolo contendere.
“Indiana University” (or “the University”) means, unless the context otherwise requires, The Trustees of Indiana University.

B. Determination of Who is an “Indemnified Person.”

Criteria for Discretionary Indemnification: A Person against whom an Action is brought or threatened if such Action is based on that Person’s acts or omissions so long as:
1. the Person was acting within the scope of his or her duties of employment with or service to the University, and
2. the Person was acting in good faith, and
3. The Person’s acts or omissions were not unlawful or in opposition to the best interests of Indiana University, and
4. the Person must (i) give prompt written notice to the Vice President and General Counsel that an Action has been filed or threatened, but in no event later than the time required to provide sufficient time to respond to or defend said Action, and (ii) provide complete disclosure and cooperation in the defense of said Action, in the event that the University, pursuant to Section C.1., elects to pay costs of defense prior to any Final Judgment.
Determination of Discretionary Indemnification:
1. Except as otherwise provided in Section H of this Resolution, the Vice President and General Counsel shall recommend to the Board of Trustees if a Person meets the criteria to be deemed an Indemnified Person under this Resolution, and such recommended indemnification may be granted upon the majority vote of the Board of Trustees.
2. The Board of Trustees reserves the right to revoke its determination that a Person is an Indemnified Person if subsequently discovered information reveals that the Person did not satisfy all criteria required by this Resolution. In that event, the Board of Trustees may seek restitution of expenses from the Person, including attorney’s fees and costs, incurred prior to the revocation.

C. Payment of Defense Costs and Judgment/Settlement.

Upon a determination that a Person is entitled to indemnification under Section B of this Resolution, the following costs and expenses shall be paid by Indiana University:
Defense Costs. Indiana University shall bear the cost of defending the Indemnified Person in the Action by, at its option:

Upon making a determination that a Person is an Indemnified Person under this Resolution, the University may provide the reasonable costs and expenses, including reasonable attorneys’ fees, associated with defense or settlement of the Action on behalf of the Indemnified Person. Indiana University shall have sole authority over litigation and settlement strategies and decisions for those proceedings for which it is providing legal counsel to the Indemnified Person. The Indemnified Person’s full cooperation with legal counsel is a condition of continued defense and indemnification; or
Upon making a determination that a Person is an Indemnified Person under this Resolution, the University may reimburse the Indemnified Person for the reasonable costs and expenses, including reasonable attorneys’ fees, actually paid or incurred by the Indemnified Person in connection with proceedings related to the defense or settlement of an Action. Counsel chosen by the Indemnified Person must be approved by Indiana University, in its sole discretion; or
Where it is unclear at the outset of an Action whether a Person is entitled to indemnity under this Resolution, the University may retain separate counsel for a Person and pay the reasonable costs and expenses of the Person’s defense, including reasonable attorneys’ fees, while a matter is pending prior to a Final Judgment. In these circumstances, the Person shall enter into an agreement with Indiana University agreeing to repay such costs and expenses if he or she is ultimately determined not to be entitled to indemnification under this Resolution.

D. Indemnified Person’s Right to Retain Separate Counsel.

An Indemnified Person may, at his or her own expense, retain separate counsel rather than accept the University’s defense of litigation provided by this Resolution. However, retention of separate counsel cuts off Indiana University’s obligation to indemnify under this Resolution for any settlement, judgment or expense incurred.

E. Payment of Judgment or Settlement.

Except as provided herein, Indiana University shall pay on behalf of an Indemnified Person any amount for which the Indemnified Person becomes liable by reason of a Final Judgment in such Action, irrespective of whether the Final Judgment is on the merits or not on the merits.
The University shall not pay any portion of a Final Judgment or indemnify an Indemnified Person for any portion of a Final Judgment that is based on a finding that the Indemnified Person committed malfeasance in office or employment or a judgment of punitive damages against the Indemnified Person. Pursuant to Section B.2.b. of this Resolution, the University may seek restitution of associated expenses, including attorneys’ fees and costs.
Settlement. Where the University has provided defense costs to an Indemnified Person under Section C.1. of this Resolution, the University shall pay any settlement of an Action on behalf of such Indemnified Person.

F. Payment of Costs Incurred to Enforce this Resolution.

Indiana University shall pay an Indemnified Person the reasonable costs and expenses, including reasonable attorneys’ fees, actually paid or incurred by the Indemnified Person in any Action to enforce his or her rights under this Resolution, which Action results in a Final Judgment in favor of such Indemnified Person.

G. Actions Brought by Indiana University.

No indemnification shall be made on account of any Action brought by or on behalf of Indiana University to procure a judgment in its favor against any Person.

H. Mandatory Indemnification.

This Section H applies to all past, current, and future Trustees of the Indiana University Board of Trustees; all past, current, and future officers holding the title of University President, University General Counsel, Chief Information Officer, or University Superintendent for Public Safety (each a “Mandatory Indemnitee”).
Indiana University shall indemnify, defend, and hold harmless the Mandatory Indemnitees to the fullest extent permissible under Indiana law, for all costs (the “Costs”) arising from any threatened or actual investigation, claim, action, proceeding, settlement or appeal brought against a Mandatory Indemnitee that is in any way related to the University or any services performed or omitted to have been performed by a Mandatory Indemnitee for the University (each a “Proceeding”). The term “Costs” includes all direct and indirect costs (including, without limitation, counsel fees (including, but not limited to, separate independent legal counsel as described in Section H.3 of this Resolution), retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a Proceeding or establishing or enforcing a right to indemnification under these Bylaws. The term “Costs” further includes the payment of any judgment, settlement, penalty, fine, or excise tax.
Each Mandatory Indemnitee shall have the right to employ their own counsel in any Proceeding, and the reasonable fees and expenses of the Mandatory Indemnitee’s counsel shall be paid by the University as they are incurred, if any one or more of the following conditions are satisfied:

The University fails to assume the defense of the Mandatory Indemnitee and to employ counsel satisfactory to the Mandatory Indemnitee within fourteen (14) days after being notified of the commencement of a Proceeding; or

The Mandatory Indemnitee shall have received a written opinion from their counsel that a conflict of interest exists with the counsel selected by the University.
The University shall advance all Costs reasonably expected to be incurred by a Mandatory Indemnitee relating to any Proceeding and shall pay all reasonable fees and expenses incurred by a Mandatory Indemnitee in enforcing the Mandatory Indemnitee’s rights to indemnification and/or advancement.
A Mandatory Indemnitee’s rights to indemnification and/or advancement are mandatory and may be denied only to the extent any Costs, loss, claim, or damage is found in a final judgment by a court of competent jurisdiction to have directly resulted from an individual Mandatory Indemnitee’s willful misconduct that is criminal, fraudulent, or constitutes a violation of the Mandatory Indemnitee’s fiduciary duties.
The University agrees not to initiate or threaten any investigation, claim, action, or proceeding against a past, current, or future Trustee in any way related to the University or any services performed or omitted to have been performed by a past, current, or future Trustee for the University except for willful misconduct that is criminal, fraudulent, or constitutes a violation of the Trustee’s fiduciary duties.
The rights to indemnification and advancement of expenses provided by this Section shall be independent of, shall not be exclusive of, and shall not be in derogation of, any other rights by which a Mandatory Indemnitee may be entitled to indemnification or advancement of expenses, including but not limited to the Indiana Tort Claims Act and insurance coverage (e.g., directors and officers, errors and omissions, or general liability coverage).
The rights to indemnification and advancement of expenses provided to a Mandatory Indemnitee by this Section vest immediately and shall not be retroactively limited, revoked, abridged, or otherwise limited.