Title 33, Chapter 15, Section 22
( 33-15-22)
(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 he or she is or was a director,
officer, employee, or agent of the society or of any firm,
corporation, or organization which he or she 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 he or she 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 his or her conduct was
unlawful. The determination whether the conduct of such person met
the standard required in order to justify indemnification and
reimbursement in relation to any matter described in this subsection
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, 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 in order 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 his or her heirs, executors, and administrators. (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 him or her in any such capacity
or arising out of his or her status as such, whether or not the
society would have the power to indemnify the person against such
liability under this Code section. |