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2017 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-851 - PERMISSIBLE INDEMNIFICATION.
Universal Citation: ID Code § 30-29-851 (2017)
30-29-851. PERMISSIBLE INDEMNIFICATION. (1) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if:
(a) (i) He conducted himself in good faith; and
(ii) He reasonably believed:
(A) In the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and
(B) In all cases, that his conduct was at least not opposed to the best interests of the corporation; and
(iii) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or
(b) He engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by section 30-29-202(2)(e), Idaho Code.
(2) A director’s conduct with respect to an employee plan for a purpose he reasonably believed to be in the best interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (1)(a)(ii)(B) of this section.
(3) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(4) Unless ordered by a court under section 30-29-854(1)(c), Idaho Code, a corporation may not indemnify a director:
(a) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (1) of this section; or
(b) In connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not involving action in his official capacity.
History:
[30-29-851, added 2015, ch. 243, sec. 63, p. 935.]
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