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This entry was published on 2014-09-22
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Nonexclusivity of statutory provisions for indemnification of directors and officers
§ 9005. Nonexclusivity of statutory provisions for indemnification of
directors and officers. The indemnification and advancement of expenses
granted pursuant to, or provided by, this article shall not be deemed
exclusive of any other rights to which a director or officer seeking
indemnification or advancement of expenses may be entitled, whether
contained in the organization certificate or the by-laws or, when
authorized by such certificate of incorporation or by-laws, (i) a
resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided that no
indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or
officer establishes that his acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled. Nothing contained in this article shall affect any rights to
indemnification to which corporate personnel other than directors and
officers may be entitled by contract or otherwise under law.