16-6a-909 - Limitations on indemnification of directors. - Utah Statutes

16-6a-909. Limitations on indemnification of directors.
(1) (a) A provision treating a nonprofit corporation's indemnification of, or advance forexpenses to, directors that is contained in the following is valid only if and to the extent theprovision is not inconsistent with this part:
(i) the articles of incorporation or bylaws of the nonprofit corporation;
(ii) a resolution of the nonprofit corporation's members or board of directors;
(iii) a contract, except an insurance policy; or
(iv) other writing.
(b) If the articles of incorporation limit indemnification or advance of expenses,indemnification and advance of expenses are valid only to the extent not inconsistent with thearticles of incorporation.
(2) This part does not limit a nonprofit corporation's power to pay or reimburse expensesincurred by a director in connection with the director's appearance as a witness in a proceeding ata time when the director has not been made a named defendant or respondent to the proceeding.

Enacted by Chapter 300, 2000 General Session