Indiana Code 23-1-37-15. Indemnification rights under articles of incorporation, bylaws, or resolutions
(1) a corporation‘s articles of incorporation or bylaws;
Terms Used In Indiana Code 23-1-37-15
- 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: includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Indiana Code 23-1-37-1
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Director: includes , unless the context requires otherwise, the estate or personal representative of a director. See Indiana Code 23-1-37-2
- expenses: include counsel fees. See Indiana Code 23-1-37-3
- 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
- proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 23-1-37-7
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation‘s power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person’s appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.
As added by P.L.149-1986, SEC.21.