47-1A-856. Indemnification of officers.

244 words·~1 min read·/sd/title-47/chapter-47-1/47-1a-856

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

A corporation may indemnify and advance expenses under §§ 47-1A-850 to 47-1A-859 , inclusive, to an officer of the corporation who is a party to a proceeding by reason of being an officer of the corporation:

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

(2)If the officer is not also 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 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.

The provisions of subdivision

(2)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.

An officer of a corporation who is not also a director is entitled to mandatory indemnification under § 47-1A-852 , and may apply to a court under § 47-1A-854 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.