2006 Utah Code - 7-7-17 — Indemnification of directors, officers and employees.

     7-7-17.   Indemnification of directors, officers and employees.
     A person who is made a party in or threatened by any action, suit or proceeding, judicial or administrative, civil or criminal, by reason of his or her being or having been a director, officer or employee of an association shall be indemnified or reimbursed by the association for reasonable expenses, including but not limited to attorney's fees, actually incurred by him or her in connection with that action, suit or proceeding, instituted or threatened, except that no person need be so indemnified or reimbursed, and a person may be required to return any advancement or allowance for indemnification which may have been made by the association in advance of final disposition, in relation to such an action, suit or proceeding in which and to the extent that he finally is adjudicated to have been guilty of a breach of good faith, to have been negligent in the performance of his duties or to have committed an action or failed to perform a duty for which there is a common law or a statutory liability; though a person may be indemnified or reimbursed for: (1) amounts paid in compromise or settlement of any action, suit or proceeding, including reasonable expenses incurred in connection therewith, or (2) reasonable expenses including fines and penalties, incurred in connection with a criminal or civil action, suit or proceeding in which the person has been adjudicated guilty, negligent or liable, if it is determined by the board of directors that the person was acting in good faith and in what he believed to be the best interests of the association and without knowledge that the action was illegal, and if the indemnification or reimbursement is approved at an annual or special meeting of the members or stockholders by a majority of the votes eligible to be cast. Amounts paid to the association, whether pursuant to judgment or settlement, by any person within the meaning of this section shall not be indemnified or reimbursed in any case.

Enacted by Chapter 16, 1981 General Session