8.1 Indemnification of Board members — Members of the Board of Directors (hereinafter “Director” or “Directors” and further defined in Section 8.15 herein) may be indemnified as set forth in this Article.

8.2 Indemnification permitted — The League may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director of the League, but only if it is determined in accordance with Section 8.6 hereof that the person:

(a) conducted himself or herself in good faith;

(b) reasonably believed:

(1) in the case of conduct in his or her official capacity as a Director of the League, that his or her conduct was in the League’s best interests; and

(2) in all other cases, that his or her conduct was at least not opposed to the League’s best interests; and

(c) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

8.3 Indemnification not permitted — Except to the extent permitted by Section 8.5 of this Article, a Director may not be indemnified under Section 8.2 hereof in respect of a proceeding:

(a) in which the person is found liable on the basis that personal benefit was improperly received by him or her, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) in which the person is found liable to the League.

8.4 Effect of judgment — The termination of a proceeding by judgment, order, settlement, or conviction or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 8.2 hereof. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals there from.

8.5 Payment of judgments and settlements — A person may be indemnified under Section 8.2 hereof against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding; but if the proceeding was brought by or on behalf of the League or if the person is found liable on the basis that personal benefit was improperly received by the person, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the League.

8.6 Determination — A determination of indemnification under Section 8.2 hereof must be made:

(a) by a majority voted of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the proceeding;

(b) if such a quorum cannot be obtained, by a majority vote of a committee of the Board of Directors designated to act in the matter by a majority vote of all Directors, consisting solely of two or more Directors who at the time of the vote are not named defendants or respondents in the proceeding;

(c) by special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in Subsection (a) or (b) of this Section 8.6, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or

(d) by majority vote of the General Membership of the League, excluding Directors who are named defendants or respondents in the proceeding.

8.7 Authorization — Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible to be made, except that, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by Subsection (c) of Section 8.6 for the selection of special legal counsel.

8.8 Payment of expenses upon successful defense additional mandatory indemnification — The League shall indemnify a Director against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a Director, if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

8.9 Payment of expenses in advance of final disposition — Reasonable expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the League in advance of the final disposition of the proceeding after:

(a) the League receives a written affirmation by the Director of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it is ultimately determined that indemnification is prohibited by Section 8.5 of this Article; and

(b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article.

8.10 Written affirmation of director — The written undertaking required by Section 8.9 hereof must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under Section 8.9 hereof must be made in the manner specified in Section 8.6 hereof for determination that indemnification is permissible.

8.11 Appearance as witness — Notwithstanding any other provision of this Article, the League may pay or reimburse expenses incurred by a Director in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not named defendant or respondent in the proceeding.

8.12 Indemnification of officers — An officer of the League shall be indemnified as, and to the same extent as, provided in Section 8.8 hereof for a Director and is entitled to seek indemnification under that Section to the same extent as a Director. The League may indemnify and advance expenses to an officer, employee, or agent of the League to the same extent that it may indemnify and advance expenses to Directors under this Article.

8.13 Indemnification of other persons — The League may indemnify and advance expenses to nominees and designees who are not or were not officers, employees, or agents of the League who are or were serving at the request of the League as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, subcommittee, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under this Article.

8.14 Insurance — The League may purchase and maintain insurance, or may self-insure, on behalf of any person who is or was a Director, officer, employee, or agent of the League or who is or was serving at the request of the League as a Director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the League would have the power to indemnify him or her against that liability under this Article.

8.15 Definitions — As used in this Article, the following terms have the meaning set forth below:

(a) “Director” means any person who is or was a member of the Board of Directors of the League and any person who, while a Director of the League, is or was serving at the request of the League as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(b) “Expenses” includes court costs and attorneys’ fees.

(c) “Official capacity” means:

(1) when used with respect to a Director, the office of Director in the League; and

(2) when used with respect to a person other than a Director, the elective or appointive office in the League held by the officer of the employment or agency relationship undertaken by the employee or agent in behalf of the League; but

(3) in both paragraphs (1) and (2) does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

(d) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.