563

The members of the Board of Directors, officers, and employees of the Bank shall be indemnified by the Bank and shall not have any personal civil liability to any entity for actions taken or not taken in good faith in their capacity and authority, absent clear and convincing proof of gross negligence comprising reckless disregard of, and failure to perform, applicable duties. Any civil action brought in any court for gross negligence shall be dismissed with prejudice if the defendant produces documents showing such defendant was advised of relevant facts, participated in person or by phone, and deliberated in good faith or received and relied on the advice of experts in respect of whatever acts or omissions form the basis of the complaint. History —Sept. 23, 1948, No. 17, p. 290, §§ 15, 22; Apr. 26, 1957, No. 3, p. 3, § 3; July 1, 2015, No. 97, § 4.