{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/38.2-4107.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/38.2-4107.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/38.2-4107.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/38.2-4107.html"}],"law_id":362518,"edition_id":2,"section_id":362518,"structure_id":51773,"section_number":"38.2-4107","catch_line":"No personal liability","history":"Code 1950, \u00a7\u00a7 38-260, 38.1-574; 1952, c. 317, \u00a7 38.1-638.6; 1968, c. 654; 1986, c. 562.","full_text":"A\n\nThe 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.\n\nB\n\nAny 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.\n\nC\n\nA 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.\n\n","order_by":null,"text":{"0":{"id":1350217,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1350218,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1350219,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":51773,"edition_id":2,"name":"Membership","identifier":"2","label":"article","depth":3,"order_by":2,"parent_id":51771,"metadata":{"child_laws":4,"child_structures":0},"date_created":"2026-08-02 02:48:25","date_modified":"2026-08-02 12:33:18","permalink":{"id":1443517,"object_type":"structure","relational_id":51773,"identifier":"2","token":"38.2\/41\/2","url":"\/38.2\/41\/2\/","edition_id":2,"permalink":0,"preferred":1}},{"id":51771,"edition_id":2,"name":"Fraternal Benefit Societies","identifier":"41","label":"chapter","depth":2,"order_by":43,"parent_id":51644,"metadata":{"child_laws":38,"child_structures":6},"date_created":"2026-08-02 02:48:25","date_modified":"2026-08-02 12:33:17","permalink":{"id":1443493,"object_type":"structure","relational_id":51771,"identifier":"41","token":"38.2\/41","url":"\/38.2\/41\/","edition_id":2,"permalink":0,"preferred":1}},{"id":51644,"edition_id":2,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":88,"parent_id":null,"metadata":{"child_laws":1890,"child_structures":173},"date_created":"2026-08-02 02:45:30","date_modified":"2026-08-02 12:32:55","permalink":{"id":1437663,"object_type":"structure","relational_id":51644,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":362516,"structure_id":51773,"section_number":"38.2-4105","catch_line":"Qualifications for membership","url":"\/38.2-4105\/","token":"38.2\/41\/2\/38.2-4105","metadata":false},{"id":362517,"structure_id":51773,"section_number":"38.2-4106","catch_line":"Location of office; meetings, communications to members; grievance procedures","url":"\/38.2-4106\/","token":"38.2\/41\/2\/38.2-4106","metadata":false},{"id":362518,"structure_id":51773,"section_number":"38.2-4107","catch_line":"No personal liability","url":"\/38.2-4107\/","token":"38.2\/41\/2\/38.2-4107","metadata":false},{"id":362519,"structure_id":51773,"section_number":"38.2-4108","catch_line":"Waiver","url":"\/38.2-4108\/","token":"38.2\/41\/2\/38.2-4108","metadata":false}],"previous_section":{"id":362517,"structure_id":51773,"section_number":"38.2-4106","catch_line":"Location of office; meetings, communications to members; grievance procedures","url":"\/38.2-4106\/","token":"38.2\/41\/2\/38.2-4106","metadata":false},"next_section":{"id":362519,"structure_id":51773,"section_number":"38.2-4108","catch_line":"Waiver","url":"\/38.2-4108\/","token":"38.2\/41\/2\/38.2-4108","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-4107\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1952, chapter 317; in 1968, chapter 654; in 1986, chapter 562.<\/p>","references":false,"refers_to":false,"permalink":{"id":1443527,"object_type":"law","relational_id":362518,"identifier":"38.2-4107","token":"38.2\/41\/2\/38.2-4107","url":"\/38.2-4107\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/38.2-4107\/","token":"38.2\/41\/2\/38.2-4107","dublin_core":{"Title":"No personal liability","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-4107","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The officers and members of the supreme governing body or any subordinate body of a society<\/span> shall not be personally liable for any benefits provided by a society<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any person<\/span> may be indemnified and reimbursed by any society<\/span> for expenses reasonably incurred by, and liabilities imposed upon, such person<\/span> in connection with or arising out of any action, suit or proceeding, or threat of such, in which the person<\/span> may be involved because he or she is or was a director, officer, employee or agent of the society<\/span> or of any firm, corporation or organization which he or she served in any capacity at the request of the society<\/span>. A person<\/span> 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<\/span> or (ii) such action, suit or proceeding, or threat thereof, which has been made the subject of a compromise settlement<\/span>, unless in either case the person<\/span> acted in good faith for a purpose the person<\/span> reasonably believed to be in or not opposed to the best interests of the society<\/span> 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<\/span> met the standard required in order<\/span> 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<\/span> who were not parties to such action, suit or proceeding or by a court<\/span> of competent jurisdiction<\/span>. The termination of any action, suit or proceeding by judgment<\/span>, order<\/span>, settlement<\/span>, conviction<\/span>, or upon a plea<\/span> of no contest, as to such person<\/span> shall not in itself create a conclusive presumption<\/span> that the person<\/span> did not meet the standard of conduct required in order<\/span> to justify indemnification and reimbursement. The foregoing right of indemnification and reimbursement shall not be exclusive of other rights to which such person<\/span> may be entitled as a matter of law<\/span> and shall inure to the benefit of his or her heirs, executors, and administrators. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A society<\/span> shall have power to purchase and maintain insurance<\/span> on behalf of any person<\/span> who is or was a director, officer, employee or agent of the society<\/span>, or who is or was serving at the request of the society<\/span> as a director, officer, employee or agent of any other firm, corporation, or organization against any liability asserted against such person<\/span> 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<\/span> would have the power to indemnify the person<\/span> against such liability under this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNO PERSONAL LIABILITY (\u00a7 38.2-4107)\n\nA. The officers and members of the supreme governing body or any subordinate\nbody of a society shall not be personally liable for any benefits provided by a\nsociety.\n\nB. Any person may be indemnified and reimbursed by any society for expenses\nreasonably incurred by, and liabilities imposed upon, such person in connection\nwith or arising out of any action, suit or proceeding, or threat of such, in\nwhich the person may be involved because he or she is or was a director,\nofficer, employee or agent of the society or of any firm, corporation or\norganization which he or she served in any capacity at the request of the\nsociety. A person shall not be so indemnified or reimbursed in relation to any\nmatter in (i) such action, suit or proceeding as to which he or she was finally\nadjudged to be or have been guilty of breach of a duty as a director, officer,\nemployee or agent of the society or (ii) such action, suit or proceeding, or\nthreat thereof, which has been made the subject of a compromise settlement,\nunless in either case the person acted in good faith for a purpose the person\nreasonably believed to be in or not opposed to the best interests of the society\nand, in a criminal action or proceeding, in addition, had no reasonable cause to\nbelieve that his or her conduct was unlawful. The determination whether the\nconduct of such person met the standard required in order to justify\nindemnification and reimbursement in relation to any matter described in (i) or\n(ii) of this subsection may be made only by the supreme governing body or board\nof directors by a majority vote of a quorum consisting of persons who were not\nparties to such action, suit or proceeding or by a court of competent\njurisdiction. The termination of any action, suit or proceeding by judgment,\norder, settlement, conviction, or upon a plea of no contest, as to such person\nshall not in itself create a conclusive presumption that the person did not meet\nthe standard of conduct required in order to justify indemnification and\nreimbursement. The foregoing right of indemnification and reimbursement shall\nnot be exclusive of other rights to which such person may be entitled as a\nmatter of law and shall inure to the benefit of his or her heirs, executors, and\nadministrators.\n\nC. A society shall have power to purchase and maintain insurance on behalf of\nany person who is or was a director, officer, employee or agent of the society,\nor who is or was serving at the request of the society as a director, officer,\nemployee or agent of any other firm, corporation, or organization against any\nliability asserted against such person and incurred by him or her in any such\ncapacity or arising out of his or her status as such, whether or not the society\nwould have the power to indemnify the person against such liability under this\nsection.\n\nHISTORY: Code 1950, \u00a7\u00a7 38-260, 38.1-574; 1952, c. 317, \u00a7 38.1-638.6; 1968, c.\n654; 1986, c. 562.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}