16-6a-901. Indemnification definitions. As used in this part: (1) (a) “Director” means an individual who: (i) is or was a director of a nonprofit corporation; or (ii) while a director of a nonprofit corporation at the nonprofit corporation’s request, is or was serving as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent […]
16-6a-902. Authority to indemnify directors. (1) Except as provided in Subsection (4), a nonprofit corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, against liability incurred in the proceeding if: (a) the individual’s conduct was in good faith; (b) the individual reasonably believed that the […]
16-6a-903. Mandatory indemnification of directors. (1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a director described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful. (2) Subsection (1) applies to a director who was successful, […]
16-6a-904. Advance of expenses for directors. (1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) the director furnishes the nonprofit corporation a written affirmation of the director’s good faith belief that […]
Effective 5/12/2015 16-6a-905. Court-ordered indemnification of directors. (1) Unless a nonprofit corporation’s articles of incorporation provide otherwise, a director of the nonprofit corporation who is or was a party to a proceeding may apply for indemnification to: (a) the court conducting the proceeding; or (b) another court of competent jurisdiction. (2) On receipt of an […]
16-6a-906. Determination and authorization of indemnification of directors. (1) (a) A nonprofit corporation may not indemnify a director under Section 16-6a-902 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in […]
16-6a-907. Indemnification of officers, employees, fiduciaries, and agents. 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: (a) mandatory indemnification under Section 16-6a-903; and (b) apply for court-ordered indemnification under Section 16-6a-905; (2) a nonprofit corporation may indemnify […]
16-6a-908. Insurance. (1) A nonprofit corporation may purchase and maintain liability insurance: (a) on behalf of a person who: (i) is or was a director, officer, employee, fiduciary, or agent of the nonprofit corporation; or (ii) while serving as a director, officer, employee, fiduciary, or agent of the nonprofit corporation at the request of the […]
16-6a-909. Limitations on indemnification of directors. (1) (a) A provision treating a nonprofit corporation’s indemnification of, or advance for expenses to, directors that is contained in the following is valid only if and to the extent the provision is not inconsistent with this part: (i) the articles of incorporation or bylaws of the nonprofit corporation; […]
16-6a-910. Notice to voting members of indemnification of director. (1) If a nonprofit corporation indemnifies or advances expenses to a director under this part in connection with a proceeding by or in the right of the nonprofit corporation, the nonprofit corporation shall give written notice of the indemnification or advance to the voting members with […]
