RCW 23B.08.500 et seq. governs and limits the extent to which the Club shall and may indemnify Board members (this law is applicable to nonprofit corporations pursuant to RCW 23B.17.030 and 24.03A.630).
Article VIII
Section 1 - Action Instituted by Third Parties.
The Club shall indemnify every person who was or is a party or is threatened to be made a party
to any pending or completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action approved by the Board of Trustees by or on behalf of the Club),
by reason of the fact that he or she is or was a Trustee or officer of the Club, against expenses
(including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred by him or her in connection with such action, suit or proceeding to the maximum extent permitted by applicable law
Section 2 - Actions Instituted by or on Behalf of the Club.
The Club shall indemnify every person who was or is a party or is threatened to be made party to any
pending or completed action or suit by or on behalf of the Club to procure a judgment in its favor
by reason of the fact that he or she is or was a Trustee or officer of the Club, against expenses
(including attorneys’ fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit to the maximum extent permitted by applicable law.
Section 3 - Proper Indemnification.
If and to the extent applicable law requires that any indemnification under Article IX, Sections 1 and 2
be made only upon a determination or authorization by the Board of Trustees, such indemnification
shall be made only upon such determination or authorization as is required by applicable law.
Section 4 - Expenses in Advance.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Club
in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees,
to the maximum extent permitted by applicable law.
Section 5 - Nonexclusive Indemnification.
The indemnification provided by this Article shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any Bylaw, agreement, vote of disinterested Trustees or otherwise,
both as to action in his or her official capacity while holding such office, and shall continue as to a person
who has ceased to be a Trustee, officer, employee or agent and shall insure to the benefit of the
heirs, executors and administrators of such a person.
Section 6 - Insurance.
The Club may purchase and maintain insurance on behalf of any person who is or was a Trustee,
officer, employee or agent of the Club against any liability asserted against him or her and
incurred by him or her in any such capacity or arising out of his status as such, whether or not
the Club shall have indemnified him or her against such liability under the provisions of this Article.
Section 7 - Employees and Agents.
The Board of Trustees may, in their sole discretion, indemnify any employee or agent to an extent not to exceed
the indemnification of Trustees and officers provided in this article.
Section 8 - Limitation of Trustees’ Liability.
A Trustee shall have no liability to the Club for monetary damages for conduct as a Trustee,
except for acts or omissions that involve intentional misconduct by the Trustee,
or a knowing violation of law by the Trustee,
or for any benefit in money, property or services to which the Trustee is not legally entitled.
If the Washington Nonprofit Corporation Act or the Washington Business Corporation Act (as incorporated into the Washington Nonprofit Corporation Act)
is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Trustee,
then the liability of a Trustee shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act and the Washington Business Corporation Act
(as so incorporated), as so amended.
Any repeal or modification of this Article shall not adversely affect any right or protection of a Trustee of the Club existing at the time of such
repeal or modification, or relating to an act or omission of such Trustee occurring prior to such repeal or modification.
The Club maintains an insurance policy covering directors and officers against general liabilities and employment practices with a policy limit of $5,000,000 and terms and conditions typical for such a policy.
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6/23/22: Chapter 214 approved by the Board.