§ 27-25-8 - No personal liability. - Rhode Island Statutes

SECTION 27-25-8

   § 27-25-8  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 by asociety.

   (b) Any person may be indemnified and reimbursed by anysociety for expenses reasonably incurred by, and liabilities imposed upon, thatperson in connection with or arising out of any action, suit, or proceeding,whether civil, criminal, administrative, or investigative, or threat of thoseactions, in which the person may be involved by reason of the fact that he orshe is or was a director, officer, employee, or agent of the society or of anyfirm, corporation, or organization which he or she served in any capacity atthe request of the society. A person shall not be so indemnified or reimbursed(i) in relation to any matter in the action, suit, or proceeding as to which heor she shall finally be adjudged to be or have been guilty of breach of a dutyas a director, officer, employee, or agent of the society or (ii) in relationto any matter in the action, suit, or proceeding, or threat of an action, suit,or proceeding, which has been made the subject of a compromise settlement;unless in either case the person acted in good faith for a purpose the personreasonably believed to be in or not opposed to the best interest of the societyand, in a criminal action or proceeding, in addition, had no reasonable causeto believe that his or her conduct was unlawful;

   (2) The determination whether the conduct of the person metthe standard required in order to justify indemnification and reimbursement inrelation to any matter described in subdivision (1) of this subsection may onlybe made by the supreme governing body or board of directors by a majority voteof a quorum consisting of persons who were not parties to the action, suit, orproceeding, or by a court of competent jurisdiction. The termination of anyaction, suit, or proceeding by judgment, order, settlement, conviction, or upona plea of no contest, as to the person, shall not in itself create a conclusivepresumption that the person did not meet the standard of conduct required inorder to justify indemnification and reimbursement. The right ofindemnification and reimbursement described in this subsection shall not beexclusive of other rights to which the person may be entitled as a matter oflaw and shall inure to the benefit of his or her heirs, executors, andadministrators.

   (c) A society shall have the 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 was serving at the request of the societyas a director, officer, employee, or agent of any other firm, corporation, ororganization against any liability asserted against the person and incurred byhim or her in that capacity or arising out of his or her status as a director,officer, employee or agent of the society, whether or not the society wouldhave the power to indemnify the person against the liability under this section.