Indiana § 23-17-16-12 Authorization of indemnification; evaluation as to reasonableness of
expenses; procedures of board of directors

Indiana Statutes

§ 23-17-16-12 — Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors

Indiana § 23-17-16-12

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 17NONPROFIT CORPORATIONS

Ch. 16Indemnification

This text of Indiana § 23-17-16-12 (Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-17-16-12 (2026).

Text

(a)A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 8 of this chapter.

(b)The determination shall be made by one (1) of the following procedures:

(1)By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding.

(2)If a quorum cannot be obtained under subdivision (1), by majority vote of a committee designated by the board of directors consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation

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(a) A corporation may not indemnify a
director under section 8 of this chapter unless authorized in the specific
case after a determination has been made that indemnification of the
director is permissible in the circumstances because the director has
met the standard of conduct set forth in section 8 of this chapter.
(b) The determination shall be made by one (1) of the following
procedures:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding.
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee designated by the board of directors
consisting solely of at least two (2) directors not at the time
parties to the proceeding. Directors who are parties may
participate in the designation.
(3) By special legal counsel:
(A) selected by the board of directors or a committee of the
board of directors in the manner prescribed in subdivision (1)
or (2); or
(B) if a quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be designated
under subdivision (2), selected by majority vote of the full
board of directors. Directors who are parties may participate in
the selection.
(4) By the members. However, memberships voted under the
control of directors who are at the time parties to the proceeding
may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to the reasonableness of expenses
shall be made by those entitled under subsection (b)(3) to select
counsel.