Idaho § 30-29-856 INDEMNIFICATION OF OFFICERS

Idaho Statutes

§ 30-29-856 — INDEMNIFICATION OF OFFICERS

Idaho § 30-29-856

Title 30CORPORATIONS

Part 8DIRECTORS AND OFFICERS

Ch. 29GENERAL BUSINESS CORPORATIONS

This text of Idaho § 30-29-856 (INDEMNIFICATION OF OFFICERS) is published on Counsel Stack Legal Research, covering Idaho primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Idaho Code § 30-29-856 (2026).

Text

(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.