Article XII – Indemnification

Section 12.01

Each officer, director, staff member, employee or person serving on a committee of the Cooperative shall be indemnified by the Cooperative against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceedings in which he is made a party by reason of his being or having been a director, officer, staff member, employee or committee representative of this Cooperative, whether or not he continues to be such at the time of incurring such cost or expense, except in relation to matters as to which he shall be adjudged in such action, suit or proceedings to be liable for negligence or misconduct in the performance of his duties as such officer, director, staff member, employee or committee representative. The right of indemnification hereunder shall not be exclusive of other rights to which any officer, director, staff member, employee or committee representative is entitled as a matter of law.