§ 7-129-105 — Court-ordered indemnification of directors

(1) Unless otherwise
provided in the articles of incorporation, a director who is or was a party to a
proceeding may apply for indemnification to the court conducting the proceeding
or to another court of competent jurisdiction. On receipt of an application, the court,
after giving any notice the court considers necessary, may order indemnification in
the following manner:

(a) If it determines that the director is entitled to mandatory indemnification
under section 7-129-103, the court shall order indemnification, in which case the
court shall also order the nonprofit corporation to pay the director's reasonable
expenses incurred to obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director met the standard of conduct set forth in section 7-129-102 (1) or was
adjudged liable in the circumstances described in section 7-129-102 (4), the court
may order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability shall have been
adjudged in the circumstances described in section 7-129-102 (4) is limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

Legislative History

Source: L. 97: Entire article added, p. 703, � 3, effective July 1, 1998.