Indemnification. To the extent permitted by law, IEEE shall
indemnify (i) each Director, Officer, former Director and
former Officer of IEEE, (ii) each person who serves as a
duly authorized volunteer or employee of a duly authorized
IEEE activity, (iii) each person who shall have served at the
request of IEEE as a Director or Officer of another
organization, and (iv) each person who serves on those
committees responsible for IEEE employee benefit plans,
against judgments, fines, amounts paid in settlement and
reasonable expenses, including without limitation attorney’s
fees and expenses, actually and necessarily incurred by
such person in connection with the defense of any action,
suit, or proceeding to which such person is made or
threatened to be made a party by virtue of such service;
provided (i) that such service is found by the Board of
Directors to have been duly authorized and is not found by
the Board of Directors to have been taken in bad faith or in
a manner inconsistent with the purposes or objectives of
IEEE as expressed in Bylaws, IEEE Policies, or resolutions
duly adopted by the Board of Directors or in policies and
procedures duly adopted by an IEEE organizational unit
which are applicable to the activity at issue, (ii) the person
to be indemnified has otherwise met the standards of
conduct set forth in Section 722 or established by Section
721 of the New York Not-For-Profit Corporation Law, and
(iii) that such indemnification is not otherwise prohibited by
law. The foregoing right of indemnification shall not be
exclusive of other rights to which such person may be
entitled.