Nevada Revised Statutes 695A.475 – Liability of directors, officers, employees, members and volunteers; indemnification and reimbursement of directors, officers, employees and agents
1. The officers and members of the supreme governing body or any subordinate body of a society are not personally liable for payment of any benefits provided by the society.
Terms Used In Nevada Revised Statutes 695A.475
- Conviction: A judgement of guilt against a criminal defendant.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
- person: means a natural person, any form of business or social organization and any other nongovernmental legal entity including, but not limited to, a corporation, partnership, association, trust or unincorporated organization. See Nevada Revised Statutes 0.039
- Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
- Quorum: The number of legislators that must be present to do business.
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
2. A person may be indemnified and reimbursed by a society for expenses reasonably incurred by, and liabilities imposed upon, the 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 because the person is or was a director, officer, employee or agent of the society or of any firm, corporation or organization which the person served in any capacity at the request of the society.
3. A person may not be so indemnified or reimbursed as to any matter in an action, suit or proceeding, or threat thereof, in which the person is finally adjudged to be guilty of a breach of a duty as a director, officer, employee or agent of the society, or which is made the subject of a compromise settlement, unless:
(a) The person acted in good faith for a purpose the person reasonably believed to be in the best interests of the society; and
(b) If a criminal action, the person had no reasonable cause to believe that his or her conduct was unlawful.
4. The determination of whether the conduct of a person meets the standard required for indemnification and reimbursement may only be made by:
(a) The supreme governing body or board of directors by a majority vote of a quorum consisting of persons who were not parties to the action, suit or proceeding; or
(b) A court of competent jurisdiction.
5. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere, does not create a conclusive presumption that the person does not meet the standard of conduct required for indemnification and reimbursement.
6. The right of indemnification and reimbursement does not exclude other rights to which the person may be entitled as a matter of law, and inures to the benefit of the person’s heirs, executors and administrators.
7. A society may 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 serving or has served 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 and incurred by the person in that capacity or arising out of the status of the person as such, whether or not the society may indemnify the person against liability pursuant to this section.
8. A director, officer, employee, member or volunteer of a society who serves without compensation is not liable, and no cause of action may be brought for damages resulting from his or her exercise of judgment or discretion in carrying out his or her duties or responsibilities on behalf of the society, unless the act or omission involved willful or wanton misconduct.