38.2-4107 - No personal liability.
§ 38.2-4107. No personal liability.
A. The officers and members of the supreme governing body or any subordinatebody of a society shall not be personally liable for any benefits provided bya society.
B. Any person may be indemnified and reimbursed by any society for expensesreasonably incurred by, and liabilities imposed upon, such person inconnection with or arising out of any action, suit or proceeding, or threatof such, in which the person may be involved because he or she is or was adirector, officer, employee or agent of the society or of any firm,corporation or organization which he or she served in any capacity at therequest of the society. A person shall not be so indemnified or reimbursedin relation to any matter in (i) such action, suit or proceeding as to whichhe or she was finally adjudged to be or have been guilty of breach of a dutyas a director, officer, employee or agent of the society or (ii) such action,suit or proceeding, or threat thereof, which has been made the subject of acompromise settlement, unless in either case the person acted in good faithfor a purpose the person reasonably believed to be in or not opposed to thebest interests of the society and, in a criminal action or proceeding, inaddition, had no reasonable cause to believe that his or her conduct wasunlawful. The determination whether the conduct of such person met thestandard required in order to justify indemnification and reimbursement inrelation to any matter described in (i) or (ii) of this subsection may bemade only by the supreme governing body or board of directors by a majorityvote of a quorum consisting of persons who were not parties to such action,suit or proceeding or by a court of competent jurisdiction. The terminationof 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 aconclusive presumption that the person did not meet the standard of conductrequired in order to justify indemnification and reimbursement. Theforegoing right of indemnification and reimbursement shall not be exclusiveof other rights to which such person may be entitled as a matter of law andshall 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 ofany person who is or was a director, officer, employee or agent of thesociety, 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 and incurredby him or her in any such capacity or arising out of his or her status assuch, whether or not the society would have the power to indemnify the personagainst such liability under this section.
(Code 1950, §§ 38-260, 38.1-574; 1952, c. 317, § 38.1-638.6; 1968, c. 654;1986, c. 562.)