§ 57C-3-31. Mandatory indemnification of managers, directors, executives, and members. - North Carolina Statutes

§ 57C‑3‑31. Mandatory indemnification of managers, directors, executives, and members.

(a)        Unless otherwiseprovided in the articles of organization or a written operating agreement, alimited liability company must indemnify every manager, director, and executivein respect of payments made and personal liabilities reasonably incurred by themanager, director, and executive in the authorized conduct of its business orfor the preservation of its business or property.

(b)        Unless otherwiseprovided in the articles of organization or a written operating agreement, alimited liability company shall indemnify a member, manager, director, orexecutive who is wholly successful, on the merits or otherwise, in the defenseof any proceeding to which the person was a party because the person is or wasa member, manager, director, or executive of the limited liability companyagainst reasonable expenses incurred by the person in connection with theproceeding. (1993,c. 354, s. 1; 2001‑387, s. 70.)