§ 23-1-37-15 — Indemnification rights under articles of incorporation, bylaws, or resolutions

(a) The indemnification and advance for
expenses provided for or authorized by this chapter does not exclude
any other rights to indemnification and advance for expenses that a
person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders; or
(3) any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board
of directors or of the shareholders, or other duly adopted authorization
of indemnification or advance for expenses limit indemnification or
advance for expenses, indemnification and advance for expenses are
valid only to the extent consistent with the articles, bylaws, resolution
of the board of directors or of the shareholders, or other duly adopted
authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent
in connection with the person's appearance as a witness in a proceeding
at a time when the person has not been made a named defendant or
respondent to the proceeding.

Legislative History

As added by P.L.149-1986, SEC.21.