48-18-509 - Application of part. - Tennessee Statutes

48-18-509. Application of part.

(a)  The indemnification and advancement of expenses granted pursuant to, or provided by, chapters 11-27 of this title shall not be deemed exclusive of any other rights to which a director seeking indemnification or advancement of expenses may be entitled, whether contained in chapters 11-27 of this title, the charter, or the bylaws or, when authorized by such charter or bylaws, in a resolution of shareholders, a resolution of directors, or an agreement providing for such indemnification; provided, that no indemnification may be made to or on behalf of any director if a judgment or other final adjudication adverse to the director establishes the director's liability:

     (1)  For any breach of the duty of loyalty to the corporation or its shareholders;

     (2)  For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

     (3)  Under § 48-18-304.

Nothing contained in chapters 11-27 of this title shall affect any rights to indemnification to which corporate personnel, other than directors, may be entitled by contract or otherwise under law. If the charter limits indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the charter.

(b)  This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

[Acts 1986, ch. 887, § 8.58; 1987, ch. 273, § 34; 1989, ch. 451, § 12.]