Bylaws of the
National Association of Colleges and Employers
ARTICLE IX
LIABILITY, INDEMNIFICATION AND INSURANCE
Section 9.01 Limitation of Liability. No director, officer, employee, or agent of the Association acting in his or her official capacity shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, officer, employee, or agent except to the extent dictated by law.
Section 9.02 Indemnification. The Association shall indemnify and hold harmless to the full extent required by law any person or entity who is or was acting in his or her official capacity as a director or officer or agent, and may otherwise indemnify and hold harmless to the full extent permitted by law any person or entity who is or was acting in his or her official capacity as a director or officer or agent.
Section 9.03 Insurance. The Association may purchase and maintain insurance on behalf of any person to the extent permitted by law, regardless of whether the Association would have the power to indemnify such person against such liability under the provisions of this Article X.
ARTICLE X
AMENDMENT OF BYLAWS
Section 10.01 Amendment. The power to alter, amend, or repeal the Bylaws or adopt new bylaws shall be vested in the Board of Directors. Such action may be taken by a two-thirds (2/3) majority vote of the Board of Directors at a regular or special meeting for which written notice of the purpose shall have been given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation.
