Section 885.256 - Indemnification or Reimbursement in Relation to Breach of Duty Prohibited(a) Except as provided by Subsection (b), a person may not be indemnified or reimbursed under Section 885.255 in relation to:(1) a matter in a proceeding in which the person is finally adjudged guilty of breach of a duty as a director, officer, employee, or agent of the fraternal benefit society; or(2) an agreement that settles:(A) a matter in a proceeding described by Subdivision (1); or(B) the threat of a proceeding involving the person's alleged breach of a duty as a director, officer, employee, or agent of a fraternal benefit society.(b) A fraternal benefit society may indemnify or reimburse a person in relation to a matter described by Subsection (a) only if the supreme governing body, the board of directors, or a court determines that:(1) 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(2) in a criminal proceeding, the person had no reasonable cause to believe that the person's conduct was unlawful.(c) A determination by a supreme governing body or board of directors under Subsection (b) must be made by majority vote of a quorum consisting of persons who were not parties to the proceeding under review.(d) The termination of a proceeding by judgment, order, settlement, or conviction or on a plea of no contest does not create a conclusive presumption that a person does not meet the standard of conduct required to justify indemnification and reimbursement.Added by Acts 2001, 77th Leg., ch. 1419, Sec. 1, eff. 6/1/2003.