AN ORDINANCE: TO PROVIDE INDEMNIFICATION FOR MEMBERS OF THE TOWN COUNCIL, THE MAYOR, AND/OR TOWN OFFICERS FOR FINANCIAL OBLIGATIONS INCURRED BY EACH OR ANY OF THEM IN CONNECTION WITH ANY THREATENED, PENDING, OR COMPLETED SUIT OR PROCEEDING (WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE) ARISING OUT OF ACTIONS TAKEN BY EACH OR ANY OF THEM IN CONNECTION WITH THE PERFORMANCE OF THEIR OFFICIAL DUTIES DURING THEIR TERM OF OFFICE.
The Town of Kenton shall indemnify, from the general funds of the Town’s treasury, to the extent not otherwise covered by appropriate insurance, any person who is a party to, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Town of Kenton itself) by reason of the fact that he or she is or was a Council Member, Mayor, or other duly elected or appointed Town Official of the Town of Kenton, or arising out of actions taken by each or any of them in connection with the performance of their official duties, against expenses (including attorney’s fees) judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed in or not opposed to the best interest of the Town, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct to be unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo-contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Town of Kenton, and with respect to any criminal action or proceeding had reasonable cause to believe that his or her conduct was lawful; PROVIDED HOWEVER, that, in the interest of a monetary settlement, the Town Council shall first approve the amount and terms of the settlement before the right to indemnification shall vest.
Indemnification as provided in this ordinance shall be made by the Town only as authorized in the specific case upon the determination that indemnification of the Council member, Mayor, and/or Town Officer is proper in the circumstances because he or she met the applicable standards of conduct set forth above. Such determination shall be made :
(a) By a majority vote of a quorum of the Town Council consisting of council members who were not parties to such action, suit or proceeding, or
(b) If such a quorum is not obtainable, by independent legal council in a written opinion.