Trustees & Officers

BYLAWS OF TRUSTEES OF TUFTS COLLEGE
Amended by the Board of Trustees May 21, 2016

Article XI

INDEMNIFICATION

11.1 TRUSTEES AND OFFICERS.

(a) The Corporation shall indemnify to the maximum extent legally permissible, but not to the extent that the status of the Corporation as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code will be affected thereby, 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 and whether external or internal to the Corporation, by reason of the fact that he or she is or was a Trustee or Officer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, employee or other agent for another organization or in a capacity with respect to any employee benefit plan, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such suit, action or proceeding except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

(b) As to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification under this Section 11.1 (unless required by law or ordered by a court) shall be made by the Corporation unless authorized in the specific case (i) by the Board of Trustees by a majority vote of a quorum consisting of Trustees who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, then by a majority vote of a committee of the Trustees consisting of all of the disinterested Trustees or (iii) if there are not two or more disinterested Trustees in office, then by a majority of the Trustees then in office provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Trustees to the effect that, based upon a reasonable investigation of the facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

(c) Notwithstanding anything in this Section 11.1 to the contrary, no indemnification shall be provided for any person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

(d) Expenses incurred by a Trustee or Officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Trustee or Officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section 11.1. Such undertaking shall be accepted by the Corporation without reference to the financial ability of the person giving the undertaking to make repayment. Any advance under this subsection (d) shall be made promptly, and in any event within ninety (90) days, upon the written request of the person seeking the advance.

(e) The indemnification and advancement of expenses provided by, or granted to, the other subsections of this Section 11.1 shall not be deemed exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Each person who is or becomes a Trustee or Officer shall be deemed to have served or have continued to serve in such capacity and in such other capacity at the request of the Corporation as described in subsection (a) in reliance upon the indemnity provided for in this Section 11.1. All rights to indemnification under this Section 11.1 shall be deemed to be provided by a contract between the Corporation and the person who serves as Trustee or Officer of the Corporation. Any repeal or modification of this Section 11.1 shall not affect any rights or obligations then existing.

(f) To the extent that a Trustee or Officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

(g) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 11.1 shall continue as to a person who has ceased to be a Trustee or Officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h) If any term or provision of this Section 11.1 or the application thereof to any person, property or circumstance shall to any extent be invalid or unenforceable, the remainder of this Section 11.1 or the application of such term or provision to the persons, property or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Section 11.1 shall be valid and enforced to the fullest extent permitted by law.

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