Idaho § 30-29-856 INDEMNIFICATION OF OFFICERS

Idaho Statutes

§ 30-29-856 — INDEMNIFICATION OF OFFICERS

Idaho·Title 30 CORPORATIONS·Part 8 DIRECTORS AND OFFICERS·Ch. 29 GENERAL BUSINESS CORPORATIONS

(a)A corporation may indemnify and advance expenses under sections 30-29-850 through 30-29-859, Idaho Code, to an officer who is a party to a proceeding because he or she is an officer:

(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 or the bylaws, or by a resolution adopted or a contract approved by the board of directors, or shareholders except for:

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

(ii)Liability arising out of conduct that constitutes:

(A)Receipt by the officer of a financial benefit to which he or she is not entitled;

(B)An intentional inflictio

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(a) A corporation may indemnify and advance expenses under sections 30-29-850 through 30-29-859, Idaho Code, to an officer who is a party to a proceeding because he or she is an officer:
(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 or the bylaws, or by a resolution adopted or a contract approved by the board of directors, or shareholders except for:
(i) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or
(ii) Liability arising out of conduct that constitutes:
(A) Receipt by the officer of a financial benefit to which he or she is not entitled;
(B) An intentional infliction of harm on the corporation or the shareholders; or
(C) An intentional violation of criminal law.
(b) The provisions of subsection (a)(2) of this section shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer.
(c) An officer who is not a director is entitled to mandatory indemnification under section 30-29-852, Idaho Code, and may apply to a court under section 30-29-854, Idaho Code, 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 sections.

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