The college, as a Tennessee not-for-profit educational corporation, shall indemnify any person who at any time heretofore has been, is, or is threatened to be made, a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that said person is or was a trustee, director or officer of the corporation, or while a trustee, director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, member or agent of any other entity, or is or was an heir, executor, administrator or personal representative of a trustee, director or officer of the corporation, against judgments, penalties, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees actually incurred as a result of such action, suit or proceeding, or any appeal therefrom, to the fullest extent permitted for officers and directors by the statutes of the State of Tennessee which apply to the indemnification of officers and directors, including any amendments thereto.
Such indemnification provided for herein shall be made only if it is determined, in the manner set forth in the Tennessee statutes which apply to the indemnification of officers and directors, that:
Whether the suit or proceeding is civil or criminal, such trustee, director or officer of the corporation acted in good faith for a purpose which he or she reasonably believed to be in the best interest of the corporation;
In the case of any criminal proceeding, such trustee, director or officer of the corporation had no reasonable cause to believe his or her conduct was unlawful.
Also, the corporation may indemnify any employee or agent of the corporation to the extent permitted and in the manner provided herein for trustees, directors and officers, if such indemnity is authorized by the Board of Trustees.
The corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, director, officer, employee or agent of the corporation against any liability asserted against them and incurred by them in such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability hereunder.