TMS Bylaws: Article X. Indemnification
Section 1.
Except as otherwise provided herein, every person who is or
has been a Director of Officer of the Society, and his or her heirs and legal
representatives, is hereby indemnified by the Society against expenses and
liabilities actually and necessarily incurred by him or her in connection with
the defense of either (1) any action, suit, or proceeding to which he or she
may be a party defendant; or (2) any claim of liability asserted against him or
her by reason of him or her being or having been a Director or Officer of the
Society. Without limitations, the term "expenses" includes any amount paid or
agreed to be paid in satisfaction of a judgment or in settlement of a judgment
or claim of liability other than any amount paid or agreed to be paid by the
Society itself. The Society does not, however, indemnify any Director or
Officer in respect to any matter as to which he or she shall be finally
adjudged liable for negligence or misconduct in the performance of his or her
duties as such Director of Officer, not in the case of settlement, unless such
settlement shall be found to be in the interest of the Society by (1) the court
having jurisdiction of the action, suit or proceeding against such Director or
Officer or of a suit involving his or her right to indemnification or, (2) a
majority of the Directors of the Society then in office other than those
involved in such matters (whether or not such majority constitute a quorum).