(a) An officer of the corporation who is not a director, unless limited by a corporation‘s articles of incorporation, is entitled to mandatory indemnification under § 414D-161, and is entitled to apply for court-ordered indemnification under section 414D-163 in each case, to the same extent as a director.
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Terms Used In Hawaii Revised Statutes 414D-165

  • articles: includes amended and restated articles of incorporation, and articles of merger. See Hawaii Revised Statutes 414D-14
  • board of directors: means the board of directors of a corporation except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 414D-131. See Hawaii Revised Statutes 414D-14
  • Bylaws: means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated. See Hawaii Revised Statutes 414D-14
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Corporation: means a nonprofit corporation unless otherwise specified. See Hawaii Revised Statutes 414D-14
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
(b) The corporation, unless limited by a corporation’s articles of incorporation, may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.
(c) A corporation may also, unless limited by a corporation’s articles of incorporation, indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

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