PURPOSE

Section 14.01. It is the intention of The New York State Society of Anesthesiologists, Inc. (the “Corporation”) to minimize for members of the Board of Directors, Officers, and Executive Director of the Corporation any financial risks which may arise from litigation associated with their actions on behalf of the Corporation. Accordingly, the Corporation seeks to provide for such persons the fullest protection available under Section 722 of the Not-for-Profit Corporation Law of the State of New York.

PERSONS COVERED

Section 14.02. Indemnification as set forth herein shall apply to all members of the Board of Directors, all Officers, and the Executive Director as well as their respective estates. Officers shall be defined as the President, President Elect, Vice-President, Immediate Past President, Secretary, Treasurer, First Assistant Secretary, Second Assistant Secretary, Assistant Treasurer, District Director to The American Society of Anesthesiologists, Inc., Alternate District Director to The American Society of Anesthesiologists, Inc., Delegate to The Medical Society of the State of New York, Inc., the Alternate Delegate to The Medical Society of the State of New York, Inc., the Speaker and Vice-Speaker of the House of Delegates when empowered by the President to act on behalf of the Society.

EXPENSES COVERED

Section 14.03. Indemnification shall consist of reimbursement or payment by the Corporation of all judgments, fines, amounts paid in settlement, as well as all reasonable expenses and attorney’s fees actually and necessarily incurred as a result of the action, proceeding, or any appeal therein.

CLAIMS COVERED

Section 14.04. Indemnification as set forth herein shall apply to all actual or threatened actions and proceedings of a civil or criminal nature, arising from such Director’s, Officer’s, or Executive Director’s acts or omissions for or on behalf of the Corporation. In order to be indemnified, such person must have acted in good faith for a purpose reasonably believed to be in the best interests of the Corporation. Additionally, in criminal cases, such person must have no reasonable cause to believe that his or her conduct was unlawful.

ASSOCIATED ACTIVITIES COVERED

Section 14.05. It is acknowledged that sometimes Directors, Officers, or the Executive Director of the Corporation perform additional duties at the request of the Corporation.

Section 14.05-1. Accordingly, such persons and their estates shall be indemnified from all actual or threatened actions and proceedings of a civil or criminal nature arising from the Director’s, Officer’s, or Executive Director’s acts or omissions for or on behalf of:

a) any other corporation (of any type or kind, foreign or domestic)

b) any partnership

c) any joint venture

d) any trust

e) any employee benefit plan

f) any other enterprise

Section 14.05-2. Such persons and their estates shall also be indemnified in all actual or threatened actions by or in the right of any of the entities set forth in Section 14.05-1. (a) through (f).

Section 14.05-3. In order to be indemnified the Officer, Director, or Executive Director must have served in any capacity with an entity set forth in Section 14.05-1. (a) through (f) above at the request of the Corporation, or because he or she was a Director, Officer, or Executive Director of said Corporation. He or she must have acted in good faith, for a purpose he or she reasonably believed not to be opposed to the best interests of the Corporation. Additionally, in criminal cases, such person must have had no reasonable cause to believe that his or her conduct was unlawful.

CERTAIN OTHER ACTIVITIES COVERED

Section 14.06. Under certain circumstances, litigation may be brought against a Director, Officer, or Executive Director in any action by or in the right of the Corporation or another entity and seeking judgment because such person is or was a Director, Officer, or Executive Director of the Corporation or is or was serving at the request of the Corporation as a Director or Officer of an entity set forth in Section 14.05-1. (a) through (f).

INDEMNIFICATION FOR OTHER ACTIVITIES

Section 14.07 The Corporation shall indemnify each Director, Officer, or Executive Director from all expenses arising out of such litigation, if he or she acted in good faith for a reason he or she reasonably believed to be in the best interests of the Corporation, in cases where the basis of the litigation arose in the service of any entity set forth in Section 14.05-1. (a) through (f).

EXPENSES COVERED FOR OTHER ACTIVITIES

Section 14.08. Indemnification relative to other activities shall consist of payment of all amounts paid in settlement, plus reasonable attorney’s fees actually and necessarily incurred by such Director, Officer, or Executive Director in connection with the defense or settlement of the action or in connection with an appeal therein. Excluded, however, from indemnification, are all expenses in connection with a threatened action or a pending action which is settled or otherwise disposed of or any claim, issue, or matter to which the Director, Officer, or Executive Director is adjudged to be liable to the Corporation unless and to the extent it is determined by the Court in which the action was brought (or if no action was brought, by a Court of competent jurisdiction) that under all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity.

- Return to BYLAWS MENU -