2016 Overview of IEEE Indemnification
IEEE Legal and Compliance Department
Eileen M. Lach, Esq.
IEEE General Counsel and Chief Compliance Officerer
March 2016
Indemnification: Introduction
IEEE volunteers are never liable for the debts incurred
and legitimate liabilities of IEEE. However, this does not
mean that they are immune from being sued or
investigated in their individual capacities
Most state statutes permit indemnification of
volunteers, recognizing that capable persons would
refuse to serve without adequate protection against
liabilities
IEEE Board of Directors has determined that it is in the
best interest of IEEE to defend and indemnify its
volunteers against claims, actions, suits or proceedings
when certain Conditions are met
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Indemnification: Protection of
Volunteers
Indemnification will be provided if the following
Conditions are met:
–Activity is duly authorized
–Individual is duly authorized to perform activity
–Individual acted in good faith
–Activity is not found to be undertaken in bad faith
–Activity is not found to be inconsistent “…with the
purposes or objectives of IEEE as expressed in the
Bylaws, IEEE Policies or resolutions adopted by the
Board of Directors” (IEEE Bylaw I-300(3))
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Indemnification: Protection of
Volunteers (continued)
Indemnification will be provided if the following
Conditions are met (continued):
–Activity is believed to be in the best interest of IEEE
–No reasonable cause to believe conduct was unlawful
–Activity is not “…the result of active and deliberate
dishonesty” material to the case or the individual did
not “personally gained in fact a financial profit or
other advantage to which he was not legally entitled”
(NFPCL Sec. 721)
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Indemnification at IEEE
Indemnification by IEEE is required if foregoing
Conditions are met
IEEE provides for indemnification in its Bylaws (I300(3)), which are publicly available on IEEE’s
website
– http://www.ieee.org/documents/ieee_constitution_and_bylaws.pdf
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Indemnification at IEEE
(continued)
Indemnification will cover not only judgments,
fines and amounts paid in settlement, but also all
reasonable expenses incurred during the
proceedings, such as attorney’s fees
In order to provide full protection to its
volunteers, expenses customarily are paid
contemporaneously with the proceedings, rather
than upon a final judgment or determination
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Indemnification: Board Review
Participants when performing duly authorized
activities in accordance with all IEEE policies and
procedures and applicable laws will be eligible for
indemnification by IEEE
However, no guaranteed predetermination of
indemnification can be made. Indemnification is
fact specific and is based on the actions and intent
of the individual seeking indemnification
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Indemnification: Board Review
(continued)
IEEE Board of Directors, after consultation with
IEEE’s legal counsel, will make a determination on
whether a particular individual is entitled to
indemnification under the Conditions above (e.g.,
Did he/she act in good faith? Did he/she do
anything inconsistent with the law?)
The indemnification rights provided by IEEE do not
impact any other indemnification rights provided
by the federal or state laws or regulations
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General Counsel Contact Information
Eileen M. Lach, Esq.
3 Park Avenue
17th Floor
New York, New York 10016
Telephone Number: 212 705 8990
Email: e.m.lach@ieee.org
March 2016
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