2019 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 3 - Nonprofit Corporations
Article 8 - Directors and Officers
Part 5 - Indemnification
§ 14-3-856. Indemnification of officers, employees, and agents

Universal Citation:
GA Code § 14-3-856 (2019)
Learn more This media-neutral citation is based on the American Association of Law Libraries Universal Citation Guide and is not necessarily the official citation.
  • (a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:

    • (1) To the same extent as a director; and

    • (2) If he or she is not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability arising out of conduct that constitutes:

      • (A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation;

      • (B) Acts or omissions which involve intentional misconduct or a knowing violation of law;

      • (C) The types of liability set forth in Code Section 14-3-831; or

      • (D) Receipt of an improper personal benefit.

  • (b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she 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 Code Section 14-3-852, and may apply to a court under Code Section 14-3-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.

  • (d) A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

History:

Code 1981, § 14-3-856, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 1994, p. 97, § 14; Ga. L. 1997, p. 1165, § 14; Ga. L. 2004, p. 508, § 44.

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