2006 Code of Virginia § 13.1-883 - Application of article

13.1-883. Application of article.

A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification in the articles ofincorporation or bylaws shall not be deemed to prevent the corporation fromproviding the indemnity permitted or mandated by this article.

B. Any corporation shall have power to make any further indemnity, includingindemnity with respect to a proceeding by or in the right of the corporation,and to make additional provision for advances and reimbursement of expenses,to any director, officer, employer or agent that may be authorized by thearticles of incorporation or any bylaw made by the members or any resolutionadopted, before or after the event, by the members, except an indemnityagainst (i) his willful misconduct or (ii) a knowing violation of thecriminal law. Unless the articles of incorporation, or any such bylaw orresolution expressly provides otherwise, any determination as to the right toany further indemnity shall be made in accordance with 13.1-880 B. Eachsuch indemnity may continue as to a person who has ceased to have thecapacity referred to above and may inure to the benefit of the heirs,executors and administrators of such a person.

C. The provisions of this article and Article 8 ( 13.1-853 et seq.) of thischapter shall apply to the same extent to any cooperative organized under theCode of Virginia.

D. No right provided to any person pursuant to this section may be reduced oreliminated by any amendment of the articles of incorporation or bylaws withrespect to any act or omission occurring before such amendment.

(Code 1950, 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561.)