Kentucky Statutes 271B.8-560 – Indemnification of officers, employees, and agents
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Unless a corporation‘s articles of incorporation provide otherwise:
(1) An officer of the corporation who is not a director shall be entitled to mandatory indemnification under KRS § 271B.8-520, and is entitled to apply for court-ordered indemnification under KRS § 271B.8-540, in each case to the same extent as a director;
(2) The corporation may indemnify and advance expenses under KRS § 271B.8-500 to
271B.8-580 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also 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.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 100, effective January 1, 1989.
(1) An officer of the corporation who is not a director shall be entitled to mandatory indemnification under KRS § 271B.8-520, and is entitled to apply for court-ordered indemnification under KRS § 271B.8-540, in each case to the same extent as a director;
Terms Used In Kentucky Statutes 271B.8-560
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- 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: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Employee: includes an officer but not a director. See Kentucky Statutes 271B.1-400
- 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
(2) The corporation may indemnify and advance expenses under KRS § 271B.8-500 to
271B.8-580 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also 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.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 100, effective January 1, 1989.