Indiana Code 23-17-16-15. Other rights to indemnification; reimbursement of expenses of appearing as witness
(1) A corporation‘s articles of incorporation or bylaws.
Terms Used In Indiana Code 23-17-16-15
- corporation: includes a corporation organized under or governed by this chapter and a domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Indiana Code 23-17-16-1
- 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.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- director: means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, a member, a manager, a partner, a trustee, an employee, or an agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. See Indiana Code 23-17-16-2
- expenses: includes attorney's fees. See Indiana Code 23-17-16-3
- 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
- proceeding: means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 23-17-16-7
(3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.
(b) If:
(1) articles of incorporation;
(2) bylaws;
(3) resolutions of the board of directors or of the members; or
(4) other duly adopted authorization of indemnification or advance for expenses;
limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation’s power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person’s appearance as a witness in a proceeding at a time when the person has not been made a named defendant respondent to the proceeding.
As added by P.L.179-1991, SEC.1.