The Corporation shall indemnify any current or former Director, officer, employee, or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, or other enterprise, against any liability asserted against him or her, including all reasonable expenses actually and necessarily incurred by him or her in connection therewith in the defense of any action, suit, or proceeding in which he or she is made a party, or is threatened to be made a party, by reason of being, or having been such a director, officer, employee, or agent, and the reasonable costs of settlement of any such action, suit, or proceeding, whether pending or threatened, if a majority of the Board of Directors not seeking indemnification shall determine in good faith:
(a) 
That such person did not act, fail to act, or refuse to act willfully or with gross negligence, or with fraudulent or criminal intent.
(b) 
That any legal fees paid or any settlements made are reasonable.
(c) 
That the person seeking indemnification did not act beyond the scope of his or her employment or office.
(a) 
The Corporation shall also reimburse any current or former Director, officer, employee, or agent of the Corporation, or any person who may have served at its request as a director, officer, employee, or agent of another corporation, partnership, limited liability company, or other enterprise, for reasonable costs of defense and of settlement of any such action, suit, or proceeding, whether pending or threatened, if it shall be found by a majority of the Board of Directors, other than Board members involved in the matter in controversy, that it is in the best interests of the Grand Traverse Band that such settlement be made and that:
(1) 
Such person did not act, fail to act, or refuse to act, willfully or with gross negligence, or with fraudulent or criminal intent, and
(2) 
That any legal fees paid or any settlements made are reasonable.
(b) 
In the event that less than a quorum of the Board of Directors is not involved in the matter in controversy within the meaning of § 249 or § 250(a), the decision whether to indemnify Board members under § 249 or to reimburse Board members under § 250(a) shall be made by the Tribal Council of the Grand Traverse Band.