Indemnification for Faculty Members*

A.  Indemnification 

As set forth in the University’s Bylaws, Columbia provides broad indemnity to faculty and other employees. Section 8.01 of the University Bylaws provides as follows:

The University shall to the fullest extent permitted by law indemnify any person (and that person’s heirs, executors, guardians, administrators, assigns and any other legal representative of that person) who was or is made a party or is threatened to be made a party or is required to appear as a witness or otherwise in any threatened, pending, or completed action, suit, proceeding or inquiry (brought in the name of the University or otherwise), whether civil, criminal, administrative, or investigative, and whether formal or informal, including appeals, by reason of the fact that the person is or was a Trustee or Officer of the Board or Officer of the University, or, while a Trustee or Officer of the Board or of the University, is or was serving at the request of the University as a director, officer, partner, trustee, employee, or agent of another University, partnership, joint venture, trust, employee benefit plans or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person or that person’s heirs, executors, guardians, administrators, assigns or legal representatives in connection with that action, suit, proceeding or inquiry, including appeals. The University may, in accordance with applicable law, pay the reasonable expenses incurred by any person described in this Section 8.01 in advance of the final disposition of any such action, suit, proceeding or inquiry; provided that if it is ultimately determined that such person is not permitted under applicable law to be indemnified under this Article, amounts so advanced may by law be required to be repaid.

B.  Additional Activities Deemed to Be Within the Scope of Employment of Faculty Members 

In addition to the normal range of activities traditionally considered to fall within the scope of employment of a member of the Columbia University faculty, it is recognized that members of the faculty, as members of a collegial and learned profession, are called upon from time to time and for nominal or no compensation to engage in additional activities that draw on their academic expertise, such as evaluating the scholarship or other qualifications of members of faculties of other institutions of higher learning for purposes of promotion or tenure. Where a member of the University faculty undertakes such activity, he or she shall be afforded the same degree of legal protection by the University for that activity as for his or her other faculty duties whenever an equivalent degree of protection is not provided by another institution.

C.  Procedures for Furnishing Legal Assistance to Faculty

Where a faculty member wishes to request indemnification under the provisions of Section 8.01 of the University’s Bylaws (and as further defined by this policy), he or she must promptly notify the University’s Office of General Counsel, in writing, of any actual or threatened action, suit, or proceeding, as to which entitlement to indemnification is claimed.  The Office of General Counsel shall have the option to provide legal services directly to an entitled faculty member or to have the matter referred to appropriate outside counsel. Where the Office of General Counsel determines that the matter should or must (because of a conflict of interest between the faculty member and the University) be referred to outside counsel, the final choice of the particular outside counsel shall be made jointly by the Office of General Counsel and the faculty member, and the fee arrangements must be approved by the Office of General Counsel.

D.  Questions of Entitlement

Where a question arises as to a faculty member’s entitlement to indemnification, the matter shall be referred to the General Counsel of the University for a determination. If a request for indemnification is denied, the faculty member may request a review of the determination by the Provost. The Provost shall consult with relevant faculty as appropriate and make a recommendation to the President of the University, whose decision shall be final. These provisions, however, shall not preclude any faculty member denied indemnification thereafter seeking judicial review of such denial.

*Columbia University has long indemnified its Officers of Instruction and Research as described in the above provision from the University’s Bylaws. The University is pleased to post this comprehensive indemnification policy to address questions raised by faculty. While the policy uses faculty in certain places, this policy applies to all Columbia Officers of Instruction, Officers of Research and Officers of the Libraries.