Section 10.25.145 - Liability, indemnification, and insurance(a) A protected person is not individually liable for conduct performed within the scope of the person's duties for the cooperative. However, the protected person may be held individually liable for conduct if it was not reasonable for the person to believe that the conduct was in, or not contrary to, the best interests of the cooperative.(b) Unless prohibited by the articles of incorporation or bylaws, the cooperative shall indemnify a protected person who is or may be made a party to a contested matter against expenses actually and reasonably incurred in connection with the contested matter. However, the cooperative may not indemnify the protected person if the person did not reasonably believe the conduct to be in, or not opposed to, the best interests of the cooperative. With respect to a criminal action or proceeding, the cooperative shall indemnify a protected person unless the person had reasonable cause to believe that the conduct was unlawful.(c) A cooperative may purchase and maintain insurance on behalf of a protected person against liability asserted against the protected person and incurred in an official capacity or arising out of the person's status, whether or not the cooperative would have the power to indemnify the person against the liability under this section.(d) In this section (1) "conduct" includes action, inaction, and omission;(2) "contested matter" means a proposed, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative;(3) "expenses" include attorney fees, judgments, fines, and amounts paid in settlement;(4) "protected person" means a director, officer, employee, or agent of a cooperative.