The Town of Bethany Beach 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 proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Town
of Bethany Beach itself), by reason of the fact that he or she is
or was a Town Council member, Mayor or other duly elected or appointed
Town official of the Town of Bethany Beach 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 to be in or not opposed to the best interests of the Town,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was 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 interests of the Town of Bethany
Beach and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
In the event 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 chapter,
shall be made by the Town only as authorized in the specific case
upon a determination that indemnification of the Town Council, 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 counsel in a written option.