16-6a-905 - Court-ordered indemnification of directors. - Utah Statutes

16-6a-905. Court-ordered indemnification of directors.
(1) Unless a nonprofit corporation's bylaws provide otherwise, a director of the nonprofitcorporation who is or was a party to a proceeding may apply for indemnification to:
(a) the court conducting the proceeding; or
(b) another court of competent jurisdiction.
(2) On receipt of an application described in Subsection (1), the court, after giving anynotice the court considers necessary, may order indemnification in the following manner:
(a) if the court determines that the director is entitled to mandatory indemnification underSection 16-6a-903, the court shall:
(i) order indemnification; and
(ii) order the nonprofit corporation to pay the director's reasonable expenses incurred toobtain court-ordered indemnification; and
(b) if the court determines that the director is fairly and reasonably entitled toindemnification in view of all the relevant circumstances, whether or not the director met theapplicable standard of conduct set forth in Section 16-6a-902 or was adjudged liable as describedin Subsection 16-6a-902(4), the court may order indemnification as the court determines to beproper, except that the indemnification with respect to any proceeding in which liability has beenadjudged in the circumstances described in Subsection 16-6a-902(4) is limited to reasonableexpenses incurred.

Amended by Chapter 228, 2006 General Session