The Cooperative may indemnify any officer, trustee, employee, or agent of the Cooperative who is made a party to a proceeding because of that relationship if the individual (a) conducted business in good faith; (b) reasonably believed their conduct was in the best interest of the Cooperative; and (c) in the case of a criminal proceeding, had no reasonable cause to believe the action taken was unlawful. There shall be no indemnification in connection with a proceeding by the Cooperative in which the party is adjudged liable to the Cooperative, or if in a proceeding the party is found to have improperly received personal benefit from their actions. This indemnification is limited to reasonable expenses incurred in connection with the proceeding.
The determination to indemnify must be made by the Board of Trustees based upon majority vote of a quorum consisting of trustees who are not parties to the proceeding.
The Cooperative shall purchase and maintain reasonable insurance on behalf of an individual who is or was an officer, trustee, employee or agent of the Cooperative, against liability asserted or incurred by the individual in that capacity or arising from their status as an officer, trustee, employee or agent of the Cooperative.