105 ILCS 5/34A-602

Current through Public Act 103-1056

Section 105 ILCS 5/34A-602 - Limitations of actions after abolition; indemnification

(a) Abolition of the Authority pursuant to Section 34A-605 shall bar any remedy available against the Authority, its Directors, employees, or agents, for any right or claim existing, or any liability incurred, prior to such abolition unless the action or other proceeding thereon is commenced prior to the expiration of 2 years after the date of such abolition.

(b) The Authority may indemnify any Director, officer, employee, or agent who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he was a Director, officer, employee or agent of the Authority, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Authority and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith in a manner which he reasonably believed to be in or not opposed to the best interest of the Authority, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

To the extent that a Director, officer, employee or agent of the Authority has been successful, on the merits or otherwise, in the defense of any such action, suit or proceeding referred to in this subsection or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith. Any such indemnification shall be made by the Authority only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

Reasonable expenses incurred in defending an action, suit or proceeding shall be paid by the Authority in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Authority as authorized in this Section.

Any Director, officer, employee or agent against whom any action, suit or proceeding is brought may employ his or her own attorney to appear on his or her behalf.

The right to indemnification accorded by this Section shall not limit any other right to indemnification to which the Director, officer, employee or agent may be entitled. Any rights hereunder shall inure to the benefit of the heirs, executors and administrators of any Director, officer, employee or agent of the Authority.

The Authority may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Authority against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Authority would have the power to indemnify him against such liability under the provisions of this Section.

105 ILCS 5/34A-602

P.A. 82-97.