[§414-247] Officers.

253 words·~1 min read·/hi/chapter-414/414-247

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)A corporation may indemnify and advance expenses under this subpart to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:

(1)To the same extent as a director; and

(2)If the person is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:

(A)Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(B)Liability arising out of conduct that constitutes:

(i)Receipt by the officer of a financial benefit to which the officer is not entitled;

(ii)An intentional infliction of harm on the corporation or the shareholders; or

(iii)An intentional violation of criminal law.

(b)Subsection (a)(2) shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

(c)An officer of a corporation who is not a director is entitled to mandatory indemnification under section 414-243, and may apply to a court under section 414-245 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. [L 2000, c 244, pt of §1]