Sec. 21.84.045. No personal liability; indemnity.

529 words·~2 min read·/ak/title-21/chapter-84/21-84-045

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(a)The officers and members of the supreme governing body or a subordinate body of a society are not personally liable for benefits provided by a society.

(b)A society shall indemnify and reimburse a person for expenses reasonably incurred by, and liabilities imposed upon, that person in connection with an action, suit, or proceeding, or threat of an action, suit, or proceeding, whether civil, criminal, administrative, or investigative, in which the person is involved by reason of the fact of service in the capacity of a director, officer, employee, or agent of the society or service in any capacity in a firm, corporation, or organization at the request of the society. However, a society may not indemnify or reimburse a person in connection with a matter in an action, suit, or proceeding, or threat of an action, suit, or proceeding, that has been made the subject of a compromise settlement, or in which the person is adjudged to be guilty of breach of a duty as a director, officer, employee, or agent of the society, unless 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 constituted a violation of a criminal law of this state or another jurisdiction. The determination of whether the conduct of the person meets the standard required to justify indemnification and reimbursement may be made by the supreme governing body or the board of directors through 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 judgment, order, settlement, conviction, or plea of no contest as to the person does not in itself create a conclusive presumption that the person did not meet the standard of conduct required to justify indemnification and reimbursement. The right of indemnification and reimbursement is not exclusive of other rights to which a person may be entitled as a matter of law and inures to the benefit of the person's heirs, executors, and administrators.

(c)A society may purchase and maintain insurance on behalf of 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 a firm, corporation, or organization, against a liability asserted against the person and incurred by the person arising out of that capacity, whether or not the society would have the power to indemnify the person against that liability under this section.

(d)A director, officer, employee, member, or volunteer of a society serving without compensation is not liable, and no cause of action may be brought against the person for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of the person for the society unless the act or omission involved reckless or intentional misconduct.