Indiana Code 27-1-7.5-15. Limitation of remedies; effect of chapter
(1) a corporation‘s articles of incorporation or bylaws;
Terms Used In Indiana Code 27-1-7.5-15
- articles of incorporation: includes both the original articles of incorporation and any and all amendments thereto, except where the original articles of incorporation only are expressly referred to, and includes articles of merger, consolidation and reinsurance, and in case of corporations, heretofore organized, articles of reorganization filed in the office of the secretary of state, and all amendments thereto. See Indiana Code 27-1-2-3
- 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.
- corporation: has the meaning set forth in IC 27-1-2-3. See Indiana Code 27-1-7.5-1
- 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, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. See Indiana Code 27-1-7.5-2
- expenses: includes counsel fees. See Indiana Code 27-1-7.5-3
- 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
- person: includes individuals, corporations, associations, and partnerships; personal pronoun includes all genders; the singular includes the plural and the plural includes the singular. See Indiana Code 27-1-2-3
- proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Indiana Code 27-1-7.5-7
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding of a stock company or of all the members or policyholders of a mutual company authorized to elect directors.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or 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, bylaws, resolution of the board of directors or of the shareholders, members, or directors 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, officer, employee, or 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 or respondent to the proceeding.
As added by P.L.266-1987, SEC.6.