Code of Virginia

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Code of Virginia
Title 38.2. Insurance
Chapter 41. Fraternal Benefit Societies
8/7/2022

Article 2. Membership.

§ 38.2-4105. Qualifications for membership.

A. A society shall specify in its laws or rules:

1. Eligibility standards for every class of membership, provided that if benefits are provided on the lives of children, the minimum age for adult membership shall be set at not less than age fifteen and not greater than age twenty-one;

2. The process for admission to membership for each membership class; and

3. The rights and privileges of each membership class, provided that only benefit members shall have the right to vote on the management of the insurance affairs of the society.

B. A society may also admit social members who shall have no voice or vote in the management of the insurance affairs of the society.

C. Membership rights in the society are personal to the member and are not assignable.

Code 1950, §§ 38-286, 38-293, 38.1-602, 38.1-609; 1952, c. 317, § 38.1-638.29; 1964, c. 355; 1968, c. 654; 1972, cc. 530, 825; 1986, c. 562.

§ 38.2-4106. Location of office; meetings, communications to members; grievance procedures.

A. The principal office of any domestic society shall be located in this Commonwealth. The meetings of its supreme governing body may be held in any state, district, province or territory wherein such society has at least one subordinate lodge, or in any other location determined by the supreme governing body. All business transacted at such meetings shall be as valid in all respects as if such meetings were held in this Commonwealth. The minutes of the proceedings of the supreme governing body and of the board of directors shall be in the English language.

B. 1. A society may provide in its laws for an official publication in which any notice, report, or statement required by law to be given to members, including notice of election, may be published. Such required reports, notices, and statements shall be printed conspicuously in the publication. If the records of a society show that two or more members have the same mailing address, an official publication mailed to one member is deemed to be mailed to all members at the same address unless a member requests a separate copy.

2. Not later than June 1 of each year, a synopsis of the society's annual statement providing an explanation of the facts concerning the condition of the society thereby disclosed shall either (i) be printed and mailed to each benefit member of the society or (ii) published in the society's official publication.

C. A society may provide in its laws or rules for grievance or complaint procedures for members.

Code 1950, §§ 38-259, 38-318, 38.1-576, 38.1-626; 1952, c. 317, §§ 38.1-638.8, 38.1-638.47; 1968, c. 654; 1986, c. 562.

§ 38.2-4107. No personal liability.

A. 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.

B. 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.

C. 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.

Code 1950, §§ 38-260, 38.1-574; 1952, c. 317, § 38.1-638.6; 1968, c. 654; 1986, c. 562.

§ 38.2-4108. Waiver.

The laws of the society may provide that no subordinate body, nor any of its subordinate officers or members, shall have the power or authority to waive any of the provisions of the laws of the society. Such provision shall be binding on the society and every member and beneficiary of a member.

Code 1950, §§ 38-278, 38.1-594; 1952, c. 317, § 38.1-638.26; 1968, c. 654; 1986, c. 562.