District of Columbia § 29-406.56 Indemnification of officers.

District of Columbia Statutes

§ 29-406.56 — Indemnification of officers.

District of Columbia § 29-406.56

JurisdictionDistrict of Columbia

Title 29Business Organizations. [Enacted title]

Ch. 4Nonprofit Corporations.

Subch. VIDirectors, Officers, and Employees.

Part EIndemnification and Advance for Expenses.

This text of District of Columbia § 29-406.56 (Indemnification of officers.) is published on Counsel Stack Legal Research, covering District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

D.C. Code § 29-406.56 (2026).

Text

(a)A nonprofit corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is or was an officer of the corporation:

(1)To the same extent as a director; and

(2)If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for:

(A)Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(B)Liability arising out of conduct that constitutes:

(i)Receipt by the officer of a financial benefit to which the officer is not entitled;

(ii)An inten

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(a) A nonprofit corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is or was an officer of the corporation:

(1) To the same extent as a director; and

(2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for:

(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(B) Liability arising out of conduct that constitutes:

(i) Receipt by the officer of a financial benefit to which the officer is not entitled;

(ii) An intentional infliction of harm on the corporation or the members; or

(iii) An intentional violation of criminal law.

(b) Subsection (a)(2) of this section shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § 29-406.52 , and may apply to a court under § 29-406.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.