33-7-307. No personal liability. (1) The officers and members of the supreme governing body or any subordinate body of a society are not personally liable for any benefits provided by a society.
(2) A person may be indemnified and reimbursed by a society for expenses reasonably incurred by and liabilities imposed upon the person in connection with or arising out of an action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or threat of a proceeding 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 a firm, corporation, or organization that the person served in any capacity at the request of the society.
(3) (a) A person may not be indemnified or reimbursed in relation to any matter in an action, suit, or proceeding:
(i) in which the person is finally found to be guilty of breach of a duty as a director, officer, employee, or agent of the society; or
(ii) that is the subject of a compromise settlement.
(b) A person may be indemnified or reimbursed if the person acted in good faith for a purpose that 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, did not have reasonable cause to believe that the conduct was unlawful.
(4) The determination of whether the person's conduct met the standard required in order to justify indemnification or reimbursement in relation to any matter described in subsection (3) may be made only by the supreme governing body or board of directors by a majority vote of a quorum consisting of persons who were not parties to the action, suit, or proceeding or by a court of competent jurisdiction. The termination of an action, suit, or proceeding by a judgment, order, settlement, or conviction or upon a plea of no contest, does not create a conclusive presumption that the person did not meet the standard of conduct required in order to justify indemnification or reimbursement. The right of indemnification or reimbursement is not exclusive of other rights to which the person may be entitled as a matter of law, and the right inures to the benefit of the person's heirs, executors, and administrators.
(5) A director, officer, employee, member, or volunteer of a society who serves without compensation may not be held liable for and a cause of action may not be brought for damages resulting from the exercise of judgment or discretion in connection with the person's duties or responsibilities for the society unless the act or omission involved willful or wanton misconduct.
(6) A society may purchase and maintain liability insurance for acts incurred in the course and scope of the position for a 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.
History: En. Sec. 8, Ch. 586, L. 1991; amd. Sec. 1174, Ch. 56, L. 2009.