Massachusetts § 8.56 Officers

Massachusetts Statutes

§ 8.56 — Officers

Massachusetts § 8.56

Part IADMINISTRATION OF THE GOVERNMENT

Title XXIICORPORATIONS

Ch. 156DBUSINESS CORPORATIONS

This text of Massachusetts § 8.56 (Officers) is published on Counsel Stack Legal Research, covering Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mass. Gen. Laws ch. 156D, § 8.56 (2026).

Text

Section 8.56. OFFICERS(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation.

(1)to the same extent as a director; and(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

(b)Clause (2) of subsection (a) shall apply to an officer who is also a director if the basis on which he 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

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Section 8.56. OFFICERS(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation.(1) to the same extent as a director; and(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.(b) Clause (2) of subsection (a) shall apply to an officer who is also a director if the basis on which he 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 is entitled to mandatory indemnification under section 8.52, and may apply to a court under section 8.54 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 under those provisions.