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2017 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-856 - OFFICERS.
Universal Citation: ID Code § 30-29-856 (2017)
30-29-856. officers. (1) 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 is an officer of the corporation:
(a) To the same extent as a director; and
(b) If he is an officer but 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:
(i) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(ii) Liability arising out of conduct that constitutes:
(A) Receipt by him of a financial benefit to which he is not entitled;
(B) An intentional infliction of harm on the corporation or the shareholders; or
(C) An intentional violation of criminal law.
(2) The provisions of subsection (1)(b) of this section 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.
(3) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 30-29-852, Idaho Code, and may apply to a court under section 30-29-854, Idaho Code, 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 for expenses under those provisions.
History:
[30-29-856, added 2015, ch. 243, sec. 63, p. 937.]
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