CEA shall indemnify any officer, employee, or CEA Board member, or former officer, employee, or CEA Board member, or any person who may have served at its request as an officer, employee, or CEA Board member, against reasonable expenses actually and necessarily incurred by that person in connection with the defense of any action, suit, or proceeding in which that person is made a party by reason of being, or having been such officer, employee, or CEA Board member, except in relation to matters as to which that person shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of duty; or except in relation to matters in which such employee was acting beyond the scope of his or her duties. CEA shall also reimburse any officer, employee, or CEA Board member reasonable costs of settlements of any such action, suit, or proceeding if it shall be found by a majority of the CEA Board members other than the members involved in the matter of controversy (whether or not a quorum exists), that it is in the best interest of the Tribe and CEA that such settlement be made and that such officer, employee, or CEA Board member was not guilty of gross negligence or willful misconduct, or acting beyond the scope of his or her employment. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights which such officer, employee, or CEA Board member may be entitled to receive. [Res. 23-139, 2023.]