Utah Code 16-6a-903. Mandatory indemnification of directors
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(1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a director described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful.
Terms Used In Utah Code 16-6a-903
- Bylaws: includes :(6)(b)(i) amended bylaws; and(6)(b)(ii) restated bylaws. See Utah Code 16-6a-102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Director: includes , unless the context requires otherwise, the estate or personal representative of a director. See Utah Code 16-6a-901
- Expenses: includes attorneys' fees. See Utah Code 16-6a-901
- Nonprofit corporation: includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Utah Code 16-6a-901
- Party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Utah Code 16-6a-901
- Proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Utah Code 16-6a-901
(2) Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of:(2)(a) any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; or(2)(b) any claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.