§ 17-16-851 — Permissible indemnification

Wyoming § 17-16-851

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

Text

(a) Except as otherwise provided in this section, a
corporation may indemnify an individual who is a party to a
proceeding because the individual is a director against
liability incurred in the proceeding if:
(i)(A) The director conducted himself in good
faith; and
(B) He reasonably believed that his conduct was
in or at least not opposed to the corporation's best interests;
and
(C) In the case of any criminal proceeding, the
director had no reasonable cause to believe his conduct was
unlawful; or
(ii) The director engaged in conduct for which
broader indemnification has been made permissible or obligatory
under a provision of the articles of incorporation, as
authorized by W.S. 17-16-202(b)(v).
(b) A director's conduct with respect to an employee
benefit plan for a purpose the director reasonably believed to
be in the interests of the participants in and beneficiaries of
the plan is conduct that satisfies the requirement of
subparagraph (a)(i)(B) of this section.
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section.
(d) Unless ordered by a court under W.S. 17-16-854(a)(iii)
a corporation may not indemnify a director under this section:
(i) In connection with a proceeding by or in the
right of the corporation, except for reasonable expenses
incurred in connection with the proceeding if it is determined
that the director has met the standard of conduct under
subsection (a) of this section; or
(ii) In connection with any proceeding with respect
to conduct for which he was adjudged liable on the basis that he
received a financial benefit to which he was not entitled,
whether or not involving action in the director's capacity.
(e) Repealed By Laws 1997, ch. 190, § 3.