§ 35-14-856 — Indemnification Of Officers

35-14-856 . Indemnification of officers. (1) A corporation may indemnify and advance expenses under 35-14-850 through 35-14-859 to an officer who is a party to a proceeding because the person is an officer:
(a) to the same extent as a director; and
(b) if the person is an officer but not a director, to any further extent 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 the officer is not entitled;
(B) an intentional infliction of harm on the corporation or the shareholders; or
(C) an intentional violation of criminal law.
(2) Subsection (1)(b) applies to an officer who is also a director if the officer is made a party to the proceeding based on an act or omission solely as an officer.
(3) An officer who is not a director is entitled to mandatory indemnification under 35-14-852 and may apply to a court under 35-14-854 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.

Legislative History

En. Sec. 125, Ch. 271, L. 2019.