47-1A-858. Variation by corporate action--Application of subpart.

350 words·~2 min read·/sd/title-47/chapter-47-1/47-1a-858

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A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with §§ 47-1A-851 and 47-1A-851.1 or advance funds to pay for or reimburse expenses in accordance with §§ 47-1A-853 and 47-1A-853.1 . Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in §§ 47-1A-853.1 and 47-1A-855 .

Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with §§ 47-1A-853 and 47-1A-853.1 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

Any provision pursuant to this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by subdivision 47-1A-1106(4).

A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to §§ 47-1A-850 to 47-1A-859 , inclusive. The provisions of §§ 47-1A-850 to 47-1A-859 , inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with an appearance as a witness in a proceeding if the director or officer is not a party.

The provisions of §§ 47-1A-850 to 47-1A-859 , inclusive, do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of, an employee or agent.