Montana § 35-14-856 Indemnification Of Officers

Montana Statutes

§ 35-14-856 — Indemnification Of Officers

Montana § 35-14-856

Title 35CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Ch. 14MONTANA BUSINESS CORPORATION ACT

Part 8Directors and Officers

This text of Montana § 35-14-856 (Indemnification Of Officers) is published on Counsel Stack Legal Research, covering Montana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mont. Code Ann. § 35-14-856 (2026).

Text

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 intentiona

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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.