Article VII--Indemnification

Section 1 Mandatory Indemnification

The District of Columbia Bar shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or on behalf of the District of Columbia Bar), because he or she is or was an officer of the Bar, a member of the Board of Governors, an elected or appointed official of a Section, a member of a Committee of the Bar, a member of the Board on Professional Responsibility or its hearing committees or a monitor appointed either by the Court or the Board on Professional Responsibility, a practice monitor appointed by the Practice Management Service Committee pursuant to a diversion agreement encompassed by Rule XI of the Rules Governing the District of Columbia Bar, a member of or an arbitrator appointed by the Attorney/Client Arbitration Board, a trustee of the Clients' Security Fund, a paid employee of the Bar (including an employee of the Office of Bar Counsel and the Board on Professional Responsibility) under the following circumstances:

where he or she has been successful on the merits or otherwise in defense of any such action, suit or proceeding, and
where he or she has settled the action or been unsuccessful on the merits and neither the Board nor an appropriate court has determined that the expenses have resulted from fraud, corruption, actual malice, or intentional wrongdoing on the part of the person claiming indemnification.

Any indemnification under paragraph (a) of this Section shall be made by the District of Columbia Bar only as authorized in the specific case by the Board of Governors upon its determination that indemnification is appropriate. The Board of Governors shall make that determination and authorization by a majority vote of a quorum consisting of disinterested members or, if such a quorum is not obtainable, by a vote of the three most recent disinterested past Presidents of the Bar who are available to serve. The Board of Governors shall have the right, as a condition of granting indemnification, to approve in advance the choice of counsel as well as any settlement by the person requesting indemnification. The Board shall not unreasonably withhold its approval.

Section 2 Advancing Expenses

When an action covered by Section 1 above is pending or threatened, the District of Columbia Bar shall advance expenses (including reasonable attorney's fees) incurred by a person eligible for indemnification, upon (a) such terms and conditions as the Board of Governors, by a majority vote of a quorum of disinterested members or, if such a quorum is not obtainable, by a vote of the three most recent disinterested past Presidents of the Bar who are available to serve, deems appropriate and (b) receipt of a promise by such person to repay such advances if it shall ultimately be determined that he or she is not entitled to be indemnified by the Bar as authorized under this Article.

Section 3 Non-Exclusivity Of Indemnification Under Article VI

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any by-law, agreement, vote of the Board of Governors or members of the Bar, or otherwise.

Section 4 Insurance

The District of Columbia Bar may purchase and maintain insurance on behalf of any person who is or was an officer of the Bar, a member of the Board of Governors, an elected or appointed official of a Section, a member of a Committee of the Bar, a member of the Board on Professional Responsibility or its hearing committees or a monitor appointed either by the Court or the Board on Professional Responsibility, a practice monitor appointed by the Practice Management Service Committee pursuant to a diversion agreement encompassed by Rule XI of the Rules Governing the District of Columbia Bar, a member of or an arbitrator appointed by the Attorney/Client Arbitration Board, a trustee of the Clients' Security Fund, a paid employee of the Bar (including an employee of the Office of Bar Counsel, the Board on Professional Responsibility, and the Pro Bono Program) against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such.