§432:2-203  No personal liability.  (a) 
The officers and members of the supreme governing body or any subordinate body
of a society shall not be personally liable for any benefits provided by a
society.



(b)  Any person may be indemnified and
reimbursed by any society for expenses reasonably incurred by, and liabilities
imposed upon, such person in connection with or arising out of any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
or threat thereof, in which the person may be involved by reason of the fact
that the person is or was a director, officer, employee, or agent of the
society or of any firm, corporation, or organization that the person served in
any capacity at the request of the society.  A person shall not be so
indemnified or reimbursed:



(1)  In relation to any matter in such action, suit,
or proceeding as to which the person shall finally be adjudged to be or have
been guilty of breach of a duty as a director, officer, employee, or agent of
the society; or



(2)  In relation to any matter in such action, suit,
or proceeding, or threat thereof, which has been made the subject of a
compromise settlement;



unless in either such case the person acted in good
faith for a purpose the person reasonably believed to be in or not opposed to
the best interests of the society and, in a criminal action or proceeding, in
addition, had no reasonable cause to believe that the person's conduct was
unlawful.



The determination whether the conduct of such
person met the standard required to justify indemnification and reimbursement
in relation to any matter described in paragraph (1) or (2) may only be made by
the supreme governing body or board of directors by a majority vote of a quorum
consisting of persons who were not parties to such action, suit, or proceeding,
or by a court of competent jurisdiction.  The termination of any action, suit,
or proceeding by judgment, order, settlement, or conviction, or upon a plea of
no contest, as to such person shall not in itself create a conclusive
presumption that the person did not meet the standard of conduct required to
justify indemnification and reimbursement.  The foregoing right of
indemnification and reimbursement shall not be exclusive of other rights to
which such person may be entitled as a matter of law and shall inure to the
benefit of the person's heirs and personal representatives.



(c)  A society shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the society, or who is or was serving at the request of
the society as a director, officer, employee, or agent of any other firm,
corporation, or organization against any liability asserted against such person
and incurred by the person in any such capacity or arising out of the person's
status as such, whether or not the society would have the power to indemnify
the person against such liability under this section. [L 1987, c 347, pt of §2;
am L 2004, c 122, §89]