Utah Code 16-6a-907. Indemnification of officers, employees, fiduciaries, and agents
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Unless a nonprofit corporation‘s articles of incorporation provide otherwise:
(1) to the same extent as a director, an officer of the nonprofit corporation is entitled to:
Terms Used In Utah Code 16-6a-907
- agent: include any person who, while serving the indicated relationship to the nonprofit corporation, at the nonprofit corporation's request, is or was serving as a director, officer, partner, trustee, employee, fiduciary, or agent of:(5)(a)(i) another domestic or foreign corporation;(5)(a)(ii) another person; or(5)(a)(iii) an employee benefit plan. See Utah Code 16-6a-901
- Articles of incorporation: include :
(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102- board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
- Bylaws: includes :
(6)(b)(i) amended bylaws; and(6)(b)(ii) restated bylaws. See Utah Code 16-6a-102- 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.
- Director: includes , unless the context requires otherwise, the estate or personal representative of a director. See Utah Code 16-6a-901
- Employee: includes an officer of a nonprofit corporation. See Utah Code 16-6a-102
- Expenses: includes attorneys' fees. See Utah Code 16-6a-901
- Fiduciary: A trustee, executor, or administrator.
- 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
- 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
(1)(a) mandatory indemnification under Section 16-6a-903; and(1)(b) apply for court-ordered indemnification under Section 16-6a-905;(2) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the nonprofit corporation to the same extent as to a director; and(3) a nonprofit corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent if:(3)(a) not inconsistent with public policy; and(3)(b) provided for by:(3)(b)(i) its articles of incorporation or bylaws;(3)(b)(ii) general or specific action of its board of directors; or(3)(b)(iii) contract. - Articles of incorporation: include :