Utah Code 16-6a-909. Limitations on indemnification of directors

(1)

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Terms Used In Utah Code 16-6a-909

Articles of incorporation: include :

(a)	amended articles of incorporation;

(b)	restated articles of incorporation;

(c)	articles of merger; and

(d)

a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102

Bylaws: includes :

(i)	amended bylaws; and

(ii)

restated bylaws. See Utah Code 16-6a-102

Contract: A legal written agreement that becomes binding when signed.

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: 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

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}

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

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

Writing: includes :Utah Code 68-3-12.5

(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;

(ii)	a resolution of the nonprofit corporation’s members or board of directors;

(iii)

a contract, except an insurance policy; or

(iv)	other writing.

(b)	If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.

(2)	This part does not limit a nonprofit corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

Enacted by Chapter 300, 2000 General Session

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