§ 8.51. Authority to indemnify
(a) Except as provided in subsection (d) of this section, a 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 the individual:
(1) conducted himself or herself in good faith; and
(2) reasonably believed:
(A) in the case of conduct in his or her official capacity with the corporation, that
the director’s conduct was in its best interests; and
(B) in all other cases, that his or her conduct was not in opposition to the corporation’s
best interests; and
(3) in the case of any proceeding brought by a governmental entity, the director had no
reasonable cause to believe his or her conduct was unlawful, and the director is not
finally found to have engaged in a reckless or intentional criminal act.
(b) A director’s conduct with respect to an employee benefit plan for a purpose the director
reasonably believed to be in the interests of the participants in and beneficiaries
of the plan is conduct that satisfies the requirements of subdivision (a)(2)(B) of
this section.
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) in connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or
(2) in connection with any other proceeding charging improper personal benefit to the
director, whether or not involving action in his or her official capacity, in which
the director was adjudged liable on the basis that personal benefit was improperly
received by the director.
(e) Indemnification permitted under this section in connection with a proceeding by or
in the right of the corporation is limited to reasonable expenses incurred in connection
with the proceeding. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)