§ 7-129-109 — Limitation of indemnification of directors

(1) A provision
treating a nonprofit corporation's indemnification of, or advance of expenses to,
directors that is contained in its articles of incorporation or bylaws, in a resolution
of its members or board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not inconsistent with sections
7-129-101 to 7-129-108. If the articles of incorporation limit indemnification or
advance of expenses, indemnification and advance of expenses are valid only to the
extent not inconsistent with the articles of incorporation.

(2) Sections 7-129-101 to 7-129-108 do not limit a nonprofit corporation's
power to pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when the director has not been
made a named defendant or respondent in the proceeding.

Legislative History

Source: L. 97: Entire article added, p. 706, � 3, effective July 1, 1998.