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

(b)  Any person may be indemnified andreimbursed by any society for expenses reasonably incurred by, and liabilitiesimposed 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 factthat the person is or was a director, officer, employee, or agent of thesociety or of any firm, corporation, or organization that the person served inany capacity at the request of the society.  A person shall not be soindemnified 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 havebeen guilty of breach of a duty as a director, officer, employee, or agent ofthe society; or

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

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

The determination whether the conduct of suchperson met the standard required to justify indemnification and reimbursementin relation to any matter described in paragraph (1) or (2) may only be made bythe supreme governing body or board of directors by a majority vote of a quorumconsisting 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 ofno contest, as to such person shall not in itself create a conclusivepresumption that the person did not meet the standard of conduct required tojustify indemnification and reimbursement.  The foregoing right ofindemnification and reimbursement shall not be exclusive of other rights towhich such person may be entitled as a matter of law and shall inure to thebenefit of the person's heirs and personal representatives.

(c)  A society shall have power to purchase andmaintain 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 ofthe society as a director, officer, employee, or agent of any other firm,corporation, or organization against any liability asserted against such personand incurred by the person in any such capacity or arising out of the person'sstatus as such, whether or not the society would have the power to indemnifythe person against such liability under this section. [L 1987, c 347, pt of §2;am L 2004, c 122, §89]