(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.

non profit

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Terms Used In Utah Code 16-6a-903

  • Bylaws: includes :
(i) amended bylaws; and
(ii) restated bylaws. See Utah Code 16-6a-102
  • 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.
  • Director: includes , unless the context requires otherwise, the estate or personal representative of a director. See Utah Code 16-6a-901
  • Expenses: includes attorneys' fees. See Utah Code 16-6a-901
  • Nonprofit corporation: includes any domestic or foreign entity that is a predecessor of a nonprofit corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. See Utah Code 16-6a-901
  • Party: includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. See Utah Code 16-6a-901
  • Proceeding: means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. See Utah Code 16-6a-901
    • (2)  Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of:

    (a)  any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; or

    (b)  any claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.

    Amended by Chapter 228, 2006 General Session

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