KRS § 272.345 — KY Code / Title XXIII / Chapter 272 / Section 272.345
272.345 Association personnel indemnified against personal liability -- Compromise settlements -- Prior approval -- Payment of expenses and costs -- Purchase of insurance
Status: in_force

272.345 Association personnel indemnified against personal liability --

Compromise settlements -- Prior approval -- Payment of expenses and costs --

Purchase of insurance.

(1) Each director, officer, employee or agent of an association organized or operating

under KRS 272.121 to 272.341, or his personal representative, or any person who is

or was serving at the request of an association as a director, officer, employee or

agent of another association, corporation, partnership, joint venture, trust or other

enterprise or entity, or such person's personal representative, shall be indemnified

by the association against claims, liabilities, expenses, and costs actually and

necessarily incurred by him or his estate in connection with, or arising out of, any

action in which he is made a party by reason of his being, or having been, an officer,

director, employee, or agent, if he acted in good faith and in a manner he reasonably

believed to be in or not opposed to the best interests of the association, and with

respect to any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful.

(2) The right of indemnification herein provided for shall also apply with respect to any

amount paid in compromise of any such claim asserted against such director,

officer, employee or agent (including expenses and costs actually and necessarily

incurred in connection therewith); provided the board of directors of the association

shall have first approved such proposed compromise settlement and determined that

the director, officer, employee or agent involved was acting in good faith and in a

manner he reasonably believed to be in or not opposed to the best interests of the

association; but in taking such action any director involved shall not be qualified to

vote thereon, and if for this reason a quorum of the board cannot be obtained to vote

on such matter it shall be determined by a committee of three (3) disinterested

shareholders appointed by the shareholders at a duly called special meeting, or at a

regular meeting.

(3) Expenses and costs (including attorney's fees) incurred by a director, officer,

employee or agent in defending an action as aforesaid may be paid by the

association in advance of the final disposition of such action upon receipt of an

undertaking by or on behalf of such director, officer, employee or agent to repay

such amount unless it shall ultimately be determined that he is entitled to be

indemnified by the association.

(4) The right of indemnification herein provided for shall not be exclusive of any other

rights to which an officer, director, employee or agent may be entitled under any

bylaw, agreement, vote of shareholders, vote of disinterested directors or otherwise,

both as to action in an official capacity and as to action in another capacity

(including, without limitation, serving at the request of the association as a director,

officer, employee or agent of another association, corporation, partnership, joint

venture, trust or other enterprise or entity), and shall continue as to any person who

has ceased to be a director, officer, employee or agent and shall inure to the benefit

of any heirs, executors and administrators of any such person.

(5) An association shall have the power to purchase and maintain insurance on behalf

of any person who is or was an officer, director, employee or agent of the

association, or is or was serving at the request of the association as a director,

officer, employee or agent of another association, corporation, partnership, joint

venture, trust or other enterprise or entity, against any liability asserted against him

or incurred by him in any such capacity or arising out of his status as such, whether

or not such association would have the power to indemnify him against such

liability under the provisions of this section.