Proposed Article X

 

ARTICLE X – INDEMNIFICATION OF OFFICERS AND BOARD MEMBERS

 

The USCAP shall,  as permitted by D.C. Code §§29-406.51 and 29-406.56, or corresponding provisions of any successor statute, indemnify any present or former officer or Board member or the personal representative thereof, made or threatened to be made a party in any action or proceeding by reason of the fact he, his testator or intestate, is or was a Board member  or officer,  is or was serving at the request of the USCAP as a director, officer, employee or agent of, or delegate to, The International Academy of Pathology, Inc., or any other corporation or enterprise or as a fiduciary of any benefit plan (including, without limitation, indemnification with respect to judgments, amounts paid in settlement are reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding, or the investigation or settlement thereof, or in any appeal therein or therefrom). The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any person, his testator or intestate, may be entitled apart from Article XI.