Michigan Laws 487.3327 – Indemnification of director, officer, employee, or agent
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(1) To the extent that a director, officer, employee, or agent of a savings bank has been successful on the merits or otherwise in defense of an action, suit, or proceeding described in section 326, or in defense of any claim, issue, or matter in the action, suit, or proceeding, he or she shall be indemnified against expenses, including actual and reasonable attorneys’ fees, incurred by him or her in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided by this act.
(2) An indemnification under section 326, unless ordered by a court, shall be made by the savings bank only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in section 326. This determination shall be made by any of the following:
Terms Used In Michigan Laws 487.3327
- Bank: means a state banking corporation organized or reorganized under the provisions of the banking code of 1999, 1999 PA 276, MCL 487. See Michigan Laws 487.3102
- Director: means a director, trustee, or other person holding a similar position with respect to an organization whether incorporated or unincorporated. See Michigan Laws 487.3102
- 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
- Person: means an individual, corporation, limited liability company, governmental entity, partnership, limited liability partnership, or other legal entity. See Michigan Laws 487.3103
- Quorum: The number of legislators that must be present to do business.
- Savings bank: means a state banking corporation organized or reorganized under this act. See Michigan Laws 487.3103
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(a) A majority vote of a quorum of the board consisting of directors who were not parties to the action, suit, or proceeding.
(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than 2 disinterested directors.
(c) Independent legal counsel in a written opinion.
(d) The shareholders or members.
(3) If a person is entitled to indemnification under section 326 for a portion of expenses, including actual and reasonable attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount of the expenses, the savings bank may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.