SECTION 1. INDEMNIFICATION
CHJA shall indemnify, to the extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of CHJA against any claim, liability or expense arising against or incurred by such persons as a result of actions reasonably taken at the direction of CHJA. CHJA shall further have the authority to the fullest extent permitted by law to indemnify its directors, officers, agents, fiduciaries or employees against any claim, liability or expense arising against or incurred by them in all other circumstances and to maintain insurance providing such indemnification. No director, officer, agent, fiduciary or employee of CHJA shall have any personal liability for monetary damages to CHJA except that this provision shall not eliminate or limit the liability of said director, officer, agent, fiduciary or employee to CHJA for monetary damages for (I) any breach of their duty to loyalty to CHJA, (II) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (III) any transaction from which said person derives an improper personal benefit.
SECTION 2. REPEAL OR MODIFICATION
Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law and all other provisions or parts shall remain in full force and effect.
SECTION 3. INSURANCE
The CHJA Board of Directors shall be responsible to secure insurance for Directors’ and Officers’ liability coverage for the purpose of indemnification of the individuals and the non-profit corporation. The process for securing the coverage will be to appoint an investigative person or a committee to interview at least three insurance agents, report their findings to the Board and then put the chosen policy into effect by the first day of the policy year.