§ 58-65-173. Additional indemnification and insurance. - North Carolina Statutes

§58‑65‑173.  Additional indemnification and insurance.

(a)        In addition to andseparate and apart from the indemnification provided for in G.S. 58‑65‑167,58‑65‑168, 58‑65‑170, 58‑65‑171, and 58‑65‑172,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 thecorporation itself) arising out of their status as such or their activities inany of the foregoing capacities; provided, however, that a corporation may notindemnify or agree to indemnify a person against liability or expenses he mayincur on account of his activities which were at the time taken known orbelieved by him to be clearly in conflict with the best interests of thecorporation.  A corporation may likewise and to the same extent indemnify oragree to indemnify any person who, at the request of the corporation, is or wasserving as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic corporation, partnership, joint venture, trust or otherenterprise or as a trustee or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolutionpermitted under this section may include provisions for recovery from thecorporation of reasonable costs, expenses, and attorneys' fees in connectionwith the enforcement of rights to indemnification granted therein and mayfurther include provisions establishing reasonable procedures for determiningand enforcing the rights granted therein.

(b)        The authorization,adoption, approval, or favorable recommendation by the board of directors of acorporation of any provision in any articles of incorporation, bylaw, contractor resolution, as permitted in this section, shall not be deemed an act orcorporate transaction in which a director has a conflict of interest, and nosuch articles of incorporation or bylaw provision or contract or resolutionshall be void or voidable on such grounds.  The authorization, adoption,approval, or favorable recommendation by the board of directors of acorporation of any provision in any articles of incorporation, bylaw, contractor resolution, as permitted in this section, which occurred on or prior to theeffective date of this act, shall not be deemed an act or corporate transactionin which a director has a conflict of interest, and no such articles ofincorporation, bylaw provision, contract or resolution shall be void orvoidable on such grounds.

(c)        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, jointventure, trust, employee benefit plan, or other enterprise, against liabilityasserted against or incurred by him in that capacity or arising from his statusas a director, officer, employee, or agent, whether or not the corporationwould have power to indemnify him against the same liability under anyprovision of this Chapter. (1989 (Reg. Sess., 1990), c. 1071, s. 1; 1991, c.172.)