XX. Indemnification of Officers, Directors, Members of Councils, Committees and Staff

CMS shall indemnify, to the maximum extent permitted by law, any person who is or was a Director, officer, agent, member of any committee of CMS, fiduciary or employee of CMS against any claim, liability or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, officer, agent, member of any committee of CMS, fiduciary or employee of CMS, or because such person is or was serving another entity as a director, officer, partner, employee, fiduciary or agent or member of any committee at CMS’s request.

CMS may purchase and maintain insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, agent or member of any committee of CMS, or who, while a Director, officer, employee, fiduciary, agent or member of any committee of CMS, is or was serving at the request of CMS as a Director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another nonprofit corporation, or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a Direct, officer, employee, fiduciary, agent or member of any committee of CMS.

The indemnification obligations of CMS under this Chapter XX shall not exceed insurance proceeds received by CMS relating to such matter.