§ 17-19-858 — Application of subarticle

(a) The indemnification and advancement of expenses
authorized by this subarticle shall not be exclusive of any
other rights to which any director, officer, employee or agent
may be entitled under any bylaw, agreement, vote of members or
disinterested directors or otherwise, both as to any action in
his official capacity and as to action in another capacity while
holding the office, and continues as to a person who has ceased
to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of that
person.
(b) If articles of incorporation limit indemnification or
advance for expenses, indemnification and advance for expenses
are valid only to the extent consistent with the articles.
(c) This subarticle does not limit a corporation's power
to pay or reimburse expenses incurred by a director in
connection with appearing as a witness in a proceeding at a time
when the director has not been made a named defendant or
respondent to the proceeding.