(B) An unincorporated nonprofit association may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the association to procure a judgment in its favor by reason of the fact that the person is or was a manager, officer, employee, member, agent, or volunteer of the association or a person acting in any other representative capacity, however denominated, or is or was serving at the request of the association as a director, officer, employee, member, manager, agent, or volunteer of any other entity, against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense or settlement of that action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the association, except that no indemnification shall be made with respect to any of the following:

1. (1) Any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the unincorporated nonprofit association unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or that other court considers proper;
2. (2) Any action or suit in which liability is asserted against a manager and that liability is asserted only pursuant to section 1745.56 of the Revised Code.

(D)

1. (1) Unless ordered by a court and subject to division (C) of this section, any indemnification under division (A) or (B) of this section shall be made by the unincorporated nonprofit association only as authorized in the specific case upon a determination that indemnification of the manager, officer, employee, member, agent, or volunteer of the association or the person acting in any other representative capacity, however denominated, is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (A) or (B) of this section. That determination shall be made in any of the following manners:

   1. (a) By a majority vote of a quorum consisting of managers of the indemnifying unincorporated nonprofit association who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (A) or (B) of this section;
   2. (b) Whether or not a quorum as described in division (D)(1)(a) of this section is obtainable, and if a majority of a quorum of disinterested managers so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with an attorney, who has been retained by or has performed services for the association or any person to be indemnified within the past five years;
   3. (c) By the members;
   4. (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (A) or (B) of this section was brought.
2. (2) If an action or suit by or in the right of the unincorporated nonprofit association is involved, any determination made by the disinterested managers under division (D)(1)(a) of this section or by independent legal counsel under division (D)(1)(b) of this section shall be communicated promptly to the person who threatened or brought the action or suit under division (B) of this section, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination.

(E)

1. (1)

   1. (a) Unless at the time of a manager's or volunteer's act or omission that is the subject of an action, suit, or proceeding referred to in division (A) or (B) of this section the governing principles of the unincorporated nonprofit association stated, by specific reference to division (E)(1)(a) of this section, that its provisions do not apply to the association, unless the only liability asserted against a manager in an action, suit, or proceeding referred to in division (A) or (B) of this section is pursuant to section 1745.56 of the Revised Code, or unless division (E)(1)(b) of this section applies, the expenses, including attorney's fees, incurred by the manager or volunteer in defending the action, suit, or proceeding shall be paid by the unincorporated nonprofit association. Upon the request of the manager or volunteer and in accordance with division (E)(2) of this section, those expenses shall be paid as they are incurred, in advance of the final disposition of the action, suit, or proceeding.
   2. (b) Notwithstanding division (E)(1)(a) of this section, the expenses incurred by a manager or volunteer in defending an action, suit, or proceeding referred to in division (A) or (B) of this section, including attorney's fees, shall not be paid by the unincorporated nonprofit association upon the final disposition of the action, suit, or proceeding, or, if paid in advance of the final disposition of the action, suit, or proceeding, shall be repaid to the association by the manager or volunteer, if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the manager or volunteer was one undertaken with a deliberate intent to cause injury to the association or was one undertaken with a reckless disregard for the best interests of the association.
2. (2) Expenses, including attorney's fees, incurred by a manager, officer, employee, member, agent, or volunteer of the association or a person acting in any other representative capacity, however denominated, in defending any action, suit, or proceeding referred to in division (A) or (B) of this section may be paid by the unincorporated nonprofit association as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the managers in the specific case, upon receipt of an undertaking by or on behalf of the manager, officer, employee, member, agent, volunteer, or person acting in any other representative capacity to repay the amount if it ultimately is determined that the person is not entitled to be indemnified by the association.