§ 7-129-101 — Indemnification definitions

As used in this article:

(1) Director means an individual who is or was a director of a nonprofit
corporation or an individual who, while a director of a nonprofit corporation, is or
was serving at the nonprofit corporation's request as a director, officer, partner,
member, manager, trustee, employee, fiduciary, or agent of another domestic or
foreign entity or of an employee benefit plan. A director is considered to be serving
an employee benefit plan at the nonprofit corporation's request if the director's
duties to the nonprofit corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or beneficiaries of the plan.
Director includes, unless the context requires otherwise, the estate or personal
representative of a deceased director.

(2) Expenses includes counsel fees.

(3) Liability means the obligation incurred with respect to a proceeding to
pay a judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses.

(4) Nonprofit corporation includes any domestic or foreign entity that is a
predecessor of a nonprofit corporation by reason of a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

(5) Official capacity means, when used with respect to a director, the office
of director in a nonprofit corporation and, when used with respect to a person other
than a director as contemplated in section 7-129-107, the office in a nonprofit
corporation held by the officer or the employment, fiduciary, or agency relationship
undertaken by the employee, fiduciary, or agent on behalf of the nonprofit
corporation. Official capacity does not include service for any other domestic or
foreign corporation, nonprofit corporation, or other person or employee benefit
plan.

(6) Party includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

(7) Proceeding means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and whether
formal or informal.

Legislative History

Source: L. 97: Entire article added, p. 701, � 3, effective July 1, 1998. L. 2003: (1) amended, p. 2342, � 309, effective July 1, 2004. L. 2004: (1) amended, p. 1511, � 302, effective July 1.