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Indemnification Policy

University of Central Missouri Policy

Policy Name Indemnification Policy 

Date Approved:   Board of Regents approved "Indemnification Resolution" on January 21, 1987; revised and approved by the Board of Governors on September 18, 2002; revised and approved by the Board of Governors on April 28, 2017

Policy Category: Board of Governors – Board Operation

Date Effective:  April 28, 2017

Policy Number: 1.1.050

Date Last Revised:  April 28, 2017

Approval Authority: UCM Board of Governors

Review Cycle: 4 years

Responsible Department:  Office of the President

 

Purpose/Policy Statement

The Board of Governors of the University of Central Missouri wishes to ensure that employees of the university may concentrate upon performing their various functions at the university without excessive and debilitating concern for their personal liability exposure.

Indemnity, Defense, and Hold Harmless.To the extent permitted by law and not otherwise provided for by the State Legal Expense Fund or any successor statute or by any other form of insurance from any source whatsoever, the University of Central Missouri shall indemnify, defend and hold harmless its employees from and against threatened or asserted claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether groundless or otherwise, arising out of any actual or alleged act or omission within the scope of the employee's employment by or duties to the university. Such defense and indemnification shall include any and all personal liability, attorneys' fees, costs, expenses, judgments, fines, penalties, and amounts paid in compromise or settlement.

Eligibility. To be eligible for indemnity, defense, and to be held harmless under this policy, an employee must have acted in good faith and in a manner the employee reasonably believed to be in or not opposed to the best interests of the university, not grossly inconsistent with university policy or the employee’s professional duties to the university, and—with regard to any criminal action or proceeding—the employee must have had no reasonable cause to believe the conduct was unlawful. The University of Central Missouri shall have no obligation to indemnify, defend, or hold harmless an employee in the event of bad faith, malfeasance in office or employment, or willful or wanton neglect of duty. There shall be no duty to defend or indemnify an employee with respect to an action or claim brought by the University of Central Missouri or its authorized representatives, or with respect to an action or claim brought by the employee. To be eligible for indemnity, defense and to be held harmless under this policy, an employee must (i) give prompt written notice to the president of the university of the claim, action, suit or proceeding, (ii) request a defense by the university, and (iii) provide complete disclosure and cooperation in the defense of the claim, action, suit or proceeding.

Scope

This policy applies to indemnification of employees.

Definition

Employee.  For purposes of this policy, “employee” includes persons presently or formerly acting on behalf of the university, with or without compensation, including:  officers, agents, individual governors, persons employed by the university, and volunteers when their work is accepted, contracted for, or consented by the university and who are under the direction and control of the university.  “Employee” does not include an independent contractor.

Procedures

The university’s general counsel shall determine the eligibility of an employee to receive indemnity and defense and to be held harmless under this policy.  The general counsel may impose any limitations, exceptions or conditions to this determination which it finds to be in the best interest of the university. The general counsel shall make this determination in writing and shall provide a copy, together with any such limitations, exceptions or conditions, to the employee. An employee who disagrees with this determination of eligibility shall have ten days after receiving the written determination to request a review by the president of the university. Any such request for review shall be initiated by delivering a written request for review to the university president within the ten day period. The decision of the president, including any modifications to the initial determination, shall be final.

The president of the Board of Governors shall determine the eligibility of the university president, general counsel and other governors to receive the protections provided by this policy, unless the board president is also the subject of, or defendant with respect to, such claim, action, suit or proceeding. In that event, the general counsel of the university, or special legal counsel retained on behalf of the university by said counsel, shall determine the eligibility of the board president and other governors to receive the protections provided by this policy.