                                 CODE OF VIRGINIA

NO PERSONAL LIABILITY (§ 38.2-4107)

A. 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.

B. 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, or threat of such, in
which the person may be involved because he or she is or was a director,
officer, employee or agent of the society or of any firm, corporation or
organization which he or she 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 (i) such action, suit or proceeding as to which he or she was finally
adjudged to be or have been guilty of breach of a duty as 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 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 his or her conduct was unlawful. The determination whether the
conduct of such person met the standard required in order to justify
indemnification and reimbursement in relation to any matter described in (i) or
(ii) of this subsection may be made only by the supreme governing body or board
of directors by a majority vote of 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 in order to justify indemnification and
reimbursement. The foregoing right of indemnification and reimbursement 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 his or her heirs, executors, and
administrators.

C. 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 him or her in any such
capacity or arising out of his or her status as such, whether or not the society
would have the power to indemnify the person against such liability under this
section.

HISTORY: Code 1950, §§ 38-260, 38.1-574; 1952, c. 317, § 38.1-638.6; 1968, c.
654; 1986, c. 562.