40-745.Personal liability of supreme governing body officers andmembers; indemnification and reimbursement for expenses and liabilities ofdirectors, officers, employees and agents of society and other entities;liability insurance.(a) The officers and members of the supreme governing body orany subordinate body of a society shall not be personally liable for anybenefits provided by a society.
(b) Any person may be indemnified and reimbursed by any society forexpenses reasonably incurred by, and liabilities imposed upon, such personin connection with or arising out of any action, suit or proceeding,whether civil, criminal, administrative or investigative, or threatthereof, in which the person may be involved by reason of the fact thatsuch person is or was a director, officer, employee or agent of the societyor of any firm, corporation or organization which such person served in anycapacity 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 such person shall finally be adjudged to beor have been guilty of breach of a duty as a director, officer, employee oragent of the society or (2) in relation to any matter in such action, suitor 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 opposedto the best interests of the society and, in a criminal action orproceeding, in addition, had no reasonable cause to believe that suchconduct was unlawful. The determination whether the conduct of such personmet the standard required in order to justify indemnification andreimbursement in relation to any matter described in subpoints (1) or (2)of the preceding sentence may only be made by the supreme governing body orboard of directors by a majority vote of a quorum consisting of persons whowere not parties to such action, suit or proceeding or by a court ofcompetent jurisdiction. The termination of any action, suit or proceedingby judgment, order, settlement, conviction, or upon a plea of no contest,as to such person shall not in itself create a conclusive presumption thatthe person did not meet the standard of conduct required in order 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 such person's heirs, executors and administrators.
(c) A society shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agentof the society, or who is or was serving at the request of the society as adirector, officer, employee or agent of any other firm, corporation ororganization against any liability asserted against such person andincurred by such person in any such capacity or arising out of suchperson's status as such, whether or not the society would have the power toindemnify the person against such liability under this section.
40-745.Personal liability of supreme governing body officers andmembers; indemnification and reimbursement for expenses and liabilities ofdirectors, officers, employees and agents of society and other entities;liability insurance.(a) The officers and members of the supreme governing body orany subordinate body of a society shall not be personally liable for anybenefits provided by a society.
(b) Any person may be indemnified and reimbursed by any society forexpenses reasonably incurred by, and liabilities imposed upon, such personin connection with or arising out of any action, suit or proceeding,whether civil, criminal, administrative or investigative, or threatthereof, in which the person may be involved by reason of the fact thatsuch person is or was a director, officer, employee or agent of the societyor of any firm, corporation or organization which such person served in anycapacity 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 such person shall finally be adjudged to beor have been guilty of breach of a duty as a director, officer, employee oragent of the society or (2) in relation to any matter in such action, suitor 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 opposedto the best interests of the society and, in a criminal action orproceeding, in addition, had no reasonable cause to believe that suchconduct was unlawful. The determination whether the conduct of such personmet the standard required in order to justify indemnification andreimbursement in relation to any matter described in subpoints (1) or (2)of the preceding sentence may only be made by the supreme governing body orboard of directors by a majority vote of a quorum consisting of persons whowere not parties to such action, suit or proceeding or by a court ofcompetent jurisdiction. The termination of any action, suit or proceedingby judgment, order, settlement, conviction, or upon a plea of no contest,as to such person shall not in itself create a conclusive presumption thatthe person did not meet the standard of conduct required in order 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 such person's heirs, executors and administrators.
(c) A society shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agentof the society, or who is or was serving at the request of the society as adirector, officer, employee or agent of any other firm, corporation ororganization against any liability asserted against such person andincurred by such person in any such capacity or arising out of suchperson's status as such, whether or not the society would have the power toindemnify the person against such liability under this section.
40-745.Personal liability of supreme governing body officers andmembers; indemnification and reimbursement for expenses and liabilities ofdirectors, officers, employees and agents of society and other entities;liability insurance.(a) The officers and members of the supreme governing body orany subordinate body of a society shall not be personally liable for anybenefits provided by a society.
(b) Any person may be indemnified and reimbursed by any society forexpenses reasonably incurred by, and liabilities imposed upon, such personin connection with or arising out of any action, suit or proceeding,whether civil, criminal, administrative or investigative, or threatthereof, in which the person may be involved by reason of the fact thatsuch person is or was a director, officer, employee or agent of the societyor of any firm, corporation or organization which such person served in anycapacity 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 such person shall finally be adjudged to beor have been guilty of breach of a duty as a director, officer, employee oragent of the society or (2) in relation to any matter in such action, suitor 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 opposedto the best interests of the society and, in a criminal action orproceeding, in addition, had no reasonable cause to believe that suchconduct was unlawful. The determination whether the conduct of such personmet the standard required in order to justify indemnification andreimbursement in relation to any matter described in subpoints (1) or (2)of the preceding sentence may only be made by the supreme governing body orboard of directors by a majority vote of a quorum consisting of persons whowere not parties to such action, suit or proceeding or by a court ofcompetent jurisdiction. The termination of any action, suit or proceedingby judgment, order, settlement, conviction, or upon a plea of no contest,as to such person shall not in itself create a conclusive presumption thatthe person did not meet the standard of conduct required in order 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 such person's heirs, executors and administrators.
(c) A society shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agentof the society, or who is or was serving at the request of the society as adirector, officer, employee or agent of any other firm, corporation ororganization against any liability asserted against such person andincurred by such person in any such capacity or arising out of suchperson's status as such, whether or not the society would have the power toindemnify the person against such liability under this section.
