§ 55A-8-51. Authority to indemnify. - North Carolina Statutes

§ 55A‑8‑51. Authority to indemnify.

(a)        Except as providedin subsection (d) of this section, a corporation may indemnify an individualmade a party to a proceeding because the individual is or was a directoragainst liability incurred in the proceeding if the individual:

(1)        Conducted himself ingood faith;

(2)        Reasonably believed(i) in the case of conduct in his official capacity with the corporation, thathis conduct was in its best interests; and (ii) in all other cases, that hisconduct was at least not opposed to its best interests; and

(3)        In the case of anycriminal proceeding, had no reasonable cause to believe his conduct wasunlawful.

(b)        A director'sconduct with respect to an employee benefit plan for a purpose the directorreasonably believed to be in the interests of the participants in andbeneficiaries of the plan is conduct that satisfies the requirement of clause(ii) of subdivision (a)(2) of this section.

(c)        The termination ofa proceeding by judgment, order, settlement, conviction, or upon a plea of nocontest or its equivalent is not, of itself, determinative that the directordid not meet the standard of conduct described in this section.

(d)        A corporation shallnot indemnify a director under this section:

(1)        In connection with aproceeding by or in the right of the corporation in which the director wasadjudged liable to the corporation; or

(2)        In connection withany other proceeding charging improper personal benefit to the director,whether or not involving action in his official capacity, in which the directorwas adjudged liable on the basis that personal benefit was improperly receivedby the director.

(e)        Indemnificationpermitted under this section in connection with a proceeding by or in the rightof the corporation that is concluded without a final adjudication on the issueof liability is limited to reasonable expenses incurred in connection with theproceeding.

(f)         The authorization,approval, or favorable recommendation by the board of directors of acorporation of indemnification, as permitted by this section, shall not bedeemed an act or corporate transaction in which a director has a conflict ofinterest, and no such indemnification shall be void or voidable on such ground.(1977, c. 236, s. 2; 1985 (Reg. Sess., 1986), c. 801, ss. 15, 16; 1993,c. 398, s. 1.)