81-12-91 - Indemnification of director, officer or employee for expenses of action to which he is made a party by reason of his position. - Mississippi Statutes

§ 81-12-91. Indemnification of director, officer or employee for expenses of action to which he is made a party by reason of his position.
 

Any person may be indemnified or reimbursed by the association for reasonable expenses, including, but not limited to, attorney's fees actually incurred by him in connection with any action, suit or proceeding, instituted or threatened, judicial or administrative, civil or criminal, to which he is made a party by reason of his being or having been a director, officer or employee of an association; however, no person shall be so indemnified or reimbursed, nor shall he retain any advancement or allowance for indemnification which may have been made by the association in advance of final disposition, in relation to such action, suit or proceeding in which and to the extent that he finally shall be adjudicated to have been guilty of a breach of good faith, to have been negligent in the performance of his duties or to have committed an action or failed to perform a duty for which there is a common law or a statutory liability. In addition, a person may, with the approval of the commissioner, be so indemnified or reimbursed for: 
 

(a) Amounts paid in compromise or settlement of any action, suit or proceeding, including reasonable expenses incurred in connection therewith; or 

(b) Reasonable expenses, including fines and penalties, incurred in connection with a criminal or civil action, suit or proceeding in which such person has been adjudicated guilty, negligent or liable, if it shall be determined by the board of directors and the commissioner that such person was acting in good faith and in what he believed to be the best interests of the association and without knowledge that the action was illegal and if such indemnification or reimbursement is approved at an annual or special meeting of the members or stockholders by a majority of the votes eligible to be cast. Amounts paid to the association, whether pursuant to judgment or settlement by any person within the meaning of this section, shall not be indemnified or reimbursed in any case. 
 

Sources: Laws,  1977, ch. 445, § 27; reenacted, 1982, ch. 301, § 46; Laws, 1990 Ex Sess, ch. 52, § 47; Laws, 1993, ch. 441, § 47; reenacted and amended, 1994, ch. 622, § 79; reenacted without change, Laws,  1997, ch. 496, § 44; reenacted without change, Laws, 2001, ch. 488, § 46, eff from and after July 1, 2001.