§ 10-14-203 — No personal liability

(1) 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.

(2) 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 such person is or was a director, officer,
employee, or agent of the society or of any firm, corporation, or organization which
such person served in any capacity at the request of the society. A person shall not
be so indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding as to which such person is finally adjudged to be or have been guilty of
breach of a duty as a director, officer, employee, or agent of the society or 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 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 such conduct was
unlawful. The determination whether the conduct of such person met the standard
required to justify indemnification and reimbursement in relation to any matter
described in this subsection (2) may only be made by the supreme governing body
or board of directors by a majority vote or 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 to justify indemnification and reimbursement. The right of
indemnification and reimbursement pursuant to this subsection (2) 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 such person's heirs, executors, and administrators.

(3) 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 such person in any such capacity or arising out
of such person's status as such, whether or not the society would have the power to
indemnify the person against such liability under this section.

(4) No director, officer, employee, member, or volunteer of a society serving
without compensation shall be liable, and no cause of action may be brought, for
damages resulting from the exercise of judgment or discretion in connection with
the duties or responsibilities of such person for the society unless such act or
omission involved willful or wanton misconduct.

Legislative History

Source: L. 93: Entire article amended with relocations, p. 589, � 1, effective July 1.