2010 Massachusetts Code
PART I ADMINISTRATION OF THE GOVERNMENT
TITLE XXII CORPORATIONS
CHAPTER 156D BUSINESS CORPORATIONS
Section 8.56 Officers
Section 8.56. OFFICERS
(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation.
(1) to the same extent as a director; and
(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
(b) Clause (2) of subsection (a) shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 8.52, and may apply to a court under section 8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.
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