Colorado § 7-109-102 Authority to indemnify directors

Colorado Statutes

§ 7-109-102 — Authority to indemnify directors

Colorado·Title 07 Corporations·Art. Indemnification

(1)Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding, because the individual is or was a director, against liability incurred in the proceeding if:

(a)The individual's conduct was in good faith; and

(b)The individual reasonably believed:

(I)In the case of conduct in an official capacity with the corporation, that the conduct was in the corporation's best interests; and

(II)In all other cases, that the conduct was at least not opposed to the corporation's best interests; and

(c)In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.

(2)A director's conduct with respect to an employee benefit plan for a purpose the director re

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(1) Except as provided in
subsection (4) of this section, a corporation may indemnify an individual made a
party to a proceeding, because the individual is or was a director, against liability
incurred in the proceeding if:

(a) The individual's conduct was in good faith; and

(b) The individual reasonably believed:

(I) In the case of conduct in an official capacity with the corporation, that the
conduct was in the corporation's best interests; and

(II) In all other cases, that the conduct was at least not opposed to the
corporation's best interests; and

(c) In the case of any criminal proceeding, the individual had no reasonable
cause to believe the individual's conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the participants in
or beneficiaries of the plan is conduct that satisfies the requirement of
subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's
conduct with respect to an employee benefit plan for a purpose that the director
did not reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the requirements of
paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent does not, of itself,
create a presumption that the director did not meet the relevant standard of
conduct described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation except for reasonable
expenses incurred in connection with the proceeding if it is determined that the
director has met the relevant standard of conduct under subsection (1) of this
section; or

(b) In connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in an official
capacity, in which proceeding the director was adjudged liable on the basis that the
director derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable expenses
incurred in connection with the proceeding.

Colorado § 7-109-102 (Authority to indemnify directors) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 93: Entire article added, p. 790, � 1, effective July 1, 1994. L. 2004: (1) and (4) amended, p. 1500, � 265, effective July 1. L. 2019: (1), (3), and (4)(a) amended, (SB 19-086), ch. 166, p. 1937, � 38, effective July 1, 2020.