BOT 403: Indemnification

Michigan State University will support its trustees, officers, faculty, and staff when acting in the good faith performance of assigned duties on behalf of the University. This policy also applies to students while engaged in approved academic programs and volunteers who are performing services in good faith for the University with prior written approval of the appropriate University official. Authority for decisions about the application or revocation of indemnification rests with the President, except when such decisions involve indemnification of the President or individual Trustees. In such situations, decisions about the application or revocation or indemnification rests with the Board of Trustees.

The University will defend, save harmless, and indemnify such persons against any suit or proceeding, wherever brought, premised upon the fact that he or she is or was a member of the Board or an officer, employee, student, or volunteer of the University. The indemnity extends to expenses including attorney fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred, and with respect to any criminal action or proceeding where such person had no reasonable cause to believe that his or her conduct was unlawful. The University shall have sole authority over litigation and settlement strategies and decisions for any suit or proceeding for which the University is providing legal defense, representation and indemnification to the person. In proceedings in which both the University and an employee are parties, the University shall have the sole discretion to determine when a conflict of interest exists between the University and the employee such that separate representation of the employee shall be provided by the University.

As a condition of indemnification, the trustee, officer, employee, student, or volunteer is required to cooperate fully on a continuous basis with the legal counsel selected by the University, as well as the University Attorney. Persons may, at their own expense, retain their own legal counsel rather than avail themselves of this policy. In such a situation, the University will not indemnify the person for any settlement, judgment, or expense incurred. This policy does not apply to a person’s involvement in internal University proceedings. The University reserves the right to revoke its initial decisions and defend and indemnify a person based upon information received subsequent to that decision.

Enacted: 3/15/74

Amended: 1/21/77, 9/2/83, 2/3/84, 8/31/18

Retired Policy No. 02-17-01