CHAPTER 398 Session Laws - 1993
not, of itself, determinative that the director did not meet the standard
of conduct described in this section.
(d) A corporation shall not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding charging improper
personal benefit to the director, whether or not involving
action in his official capacity, in which the director was
adjudged liable on the basis that personal benefit was
improperly received by the director.
(e) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation that is concluded
without a final adjudication on the issue of liability is limited to
reasonable expenses incurred in connection with the proceeding.
(f) The authorization, approval, or favorable recommendation by
the board of directors of a corporation of indemnification, as permitted
by this section, shall not be deemed an act or corporate transaction in
which a director has a confiict of interest, and no such indemnification
shall be void or voidable on such ground.
" § 55A-8-52. Mandatory indemnijication.
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceedings to which the director was
a party because he is or was a director of the corporation against
reasonable expenses actually incurred by the director in connection
with the proceeding.
" § 55A-8-53. Advance for expenses.
Expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance of the final disposition of such
proceeding as authorized by the board of directors in the specific case
or as authorized or required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or contract
upon receipt of an undertaking by or on behalf of the director to repay
such amount unless it shall ultimately be determined that the director
is entitled to be indemnified by the corporation against such expenses.
" § 55A-8-54. Court-ordered indemnification.
Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply
for indemnification to the court conducting the proceeding or to
another court of competent Jurisdiction. On receipt of an application,
the court, after giving any notice the court considers necessary, may
order indemnification if it determines:
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