§ 55A-8-57. Additional indemnification and insurance. - North Carolina Statutes

§ 55A‑8‑57. Additional indemnification and insurance.

(a)        In addition to andseparate and apart from the indemnification provided for in G.S. 55A‑8‑51,55A‑8‑52, 55A‑8‑54, 55A‑8‑55, and 55A‑8‑56,a corporation may in its articles of incorporation or bylaws or by contract orresolution indemnify or agree to indemnify any one or more of its directors,officers, employees, or agents against liability and expenses in any proceeding(including without limitation a proceeding brought by or on behalf of the corporationitself) arising out of their status as such or their activities in any of theforegoing capacities; provided, however, that a corporation shall not indemnifyor agree to indemnify a person against liability or expenses the person mayincur on account of his activities which were at the time taken, known, orbelieved by the person to be clearly in conflict with the best interests of thecorporation or if the person received an improper personal benefit.  Acorporation may likewise and to the same extent indemnify or agree to indemnifyany person who, at the request of the corporation, is or was serving as adirector, officer, partner, trustee, employee, or agent of another foreign ordomestic corporation, partnership, joint venture, trust, or other enterprise oras a trustee or administrator under an employee benefit plan.  Any provision inany articles of incorporation, bylaw, contract, or resolution permitted underthis section may include provisions for recovery from the corporation ofreasonable costs, expenses, and attorneys' fees in connection with theenforcement of rights to indemnification granted therein and may furtherinclude provisions establishing reasonable procedures for determining andenforcing the rights granted therein.

(b)        A corporation maypurchase and maintain insurance on behalf of an individual who is or was adirector, officer, employee, or agent of the corporation, or who, while adirector, officer, employee, or agent of the corporation, is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise, againstliability asserted against or incurred by him in that capacity or arising fromhis status as a director, officer, employee, or agent, whether or not thecorporation would have power to indemnify him against the same liability underany provision of this Chapter. (1977, c. 236, s. 2; 1985(Reg. Sess., 1986), c. 801, ss. 15, 16; 1993, c. 398, s. 1.)