378.608. Liability, immunity from, when--indemnification, when--insurance, purchase of for officers allowed.

MISSOURI STATUTES AND CODES

378.608. Liability, immunity from, when--indemnification, when--insurance, purchase of for officers allowed.

Liability, immunity from, when--indemnification, when--insurance,purchase of for officers allowed.

378.608. 1. The officers and members of the supremegoverning body or any subordinate body of a society shall not bepersonally liable for any benefits provided by a society.

2. Any person may be indemnified and reimbursed by anysociety for expenses reasonably incurred by, and liabilitiesimposed upon, such person in connection with or arising out ofany action, suit or proceeding, whether civil, criminal,administrative or investigative, or threat thereof, in which theperson may be involved by reason of the fact that he is or was adirector, officer, employee or agent of the society or of anyfirm, corporation or organization which he served in any capacityat the request of the society. A person shall not be soindemnified or reimbursed:

(1) In relation to any matter in such action, suit orproceeding as to which he shall finally be adjudged to be or havebeen guilty of breach of a duty as a director, officer, employeeor agent of the society; or

(2) In relation to any matter in such action, suit orproceeding, or threat thereof, which has been made the subject ofa compromise settlement.

Unless in either such case the person acted in good faith for apurpose the person reasonably believed to be in or not opposed tothe best interests of the society and, in a criminal action orproceeding, in addition, had no reasonable cause to believe thathis conduct was unlawful. The determination whether the conductof such person met the standard required in order to justifyindemnification and reimbursement in relation to any matterdescribed in subdivision (1) or (2) of this subsection may onlybe made by the supreme governing body or board of directors by amajority vote of a quorum consisting of persons who were notparties to such action, suit or proceeding or by a court ofcompetent jurisdiction. The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon aplea of no contest, as to such person shall not in itself createa conclusive presumption that the person did not meet thestandard of conduct required in order to justify indemnificationand reimbursement. The foregoing right of indemnification andreimbursement shall not be exclusive of other rights to whichsuch person may be entitled as a matter of law and shall inure tothe benefit of his heirs, executors and administrators.

3. A society shall have power to purchase and maintaininsurance on behalf of any person who is or was a director,officer, employee or agent of the society, or who is or wasserving at the request of the society as a director, officer,employee or agent of any other firm, corporation or organizationagainst any liability asserted against such person and incurredby him in any such capacity or arising out of his status as such,whether or not the society would have the power to indemnify theperson against such liability under this section.