Section 10A-1-6.13 – Limitations in Governing Documents.
Section 10A-1-6.13 Limitations in governing documents. The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division. (Act 2009-513, p. 967, §50; Act 2016-379, §4.)
Section 10A-1-6.21 – Permissive Indemnification.
Section 10A-1-6.21 Permissive indemnification. (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 10A-1-6.22 if it is determined in accordance with Section 10A-1-6.23 that: (1) the person: (A) acted in good […]
Section 10A-1-6.22 – General Scope of Permissive Indemnification.
Section 10A-1-6.22 General scope of permissive indemnification. (a) Except as otherwise provided by subsection (d) and subject to subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against a judgment, penalty, settlement, or fine, including an excise or similar tax or an excise tax assessed against the person regarding an […]
Section 10A-1-6.23 – Manner for Determining Permissive Indemnification.
Section 10A-1-6.23 Manner for determining permissive indemnification. (a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by: (1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent; (2) if a quorum described […]
Section 10A-1-6.24 – Advancement of Expenses.
Section 10A-1-6.24 Advancement of expenses. (a) An enterprise may pay or reimburse reasonable expenses incurred by a governing person, former governing person, or delegate that was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding without making the determinations required under Section 10A-1-6.21(a) […]
Section 10A-1-6.25 – Indemnification and Advancement of Expenses to Persons Other Than Governing Persons.
Section 10A-1-6.25 Indemnification and advancement of expenses to persons other than governing persons. (a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, […]
Section 10A-1-6.26 – Permissive Indemnification of and Reimbursement of Expenses to Witnesses.
Section 10A-1-6.26 Permissive indemnification of and reimbursement of expenses to witnesses. Notwithstanding any other provision of this chapter, an enterprise may pay or reimburse reasonable expenses incurred by a governing person, officer, employee, agent, delegate, or other person in connection with that person’s appearance as a witness or other participation in a proceeding at a […]
Section 10A-1-6.31 – Insurance and Other Arrangements.
Section 10A-1-6.31 Insurance and other arrangements. (a) Notwithstanding any other provision of this article, an enterprise may purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent against any liability: (1) asserted against and incurred by the person […]
Section 10A-1-6.32 – Reports of Indemnification and Advances.
Section 10A-1-6.32 Reports of indemnification and advances. (a) An enterprise shall report in writing to the owners or members of the enterprise an indemnification of or advance of expenses to a governing person. (b) Subject to subsection (c), the report must be made with or before the notice or waiver of notice of the next […]
Section 10A-1-6.01 – Definitions.
Section 10A-1-6.01 Definitions. In this division: (1) “Delegate” means a person who is serving or who has served as a representative of an enterprise at the request of that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person’s official duties to the enterprise also […]