Article VIII — Indemnification
The corporation shall indemnify its officers, directors, employees, and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation.
Committee Notes
⚠️ Flag. "To the greatest extent permitted by law" is standard indemnification language, but this article does not exclude indemnification for bad-faith conduct, intentional misconduct, or self-dealing — exclusions that RCW 24.03A.465 itself imposes. Without an explicit carve-out, the bylaws create a false impression that the association must cover all conduct, which could expose association funds to claims the law would not support. There is also no process for evaluating an indemnification claim before payment. Suggested addition: "Notwithstanding the foregoing, the association shall not indemnify any officer, director, employee, or agent for conduct that constitutes intentional misconduct, a knowing violation of law, participation in a transaction from which the person derives personal benefit in violation of RCW 24.03A.460, or conduct not in good faith. Any indemnification claim shall be reviewed by disinterested directors or legal counsel prior to payment."