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2018 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-858 - VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS.
Universal Citation: ID Code § 30-29-858 (2018)
30-29-858. VARIATION BY CORPORATE ACTION — APPLICATION OF INDEMNIFICATION PROVISIONS. (1) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 30-29-851, Idaho Code, or advance funds to pay for or reimburse expenses in accordance with section 30-29-853, Idaho Code. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in section 30-29-853(3), Idaho Code, and in section 30-29-855(3), Idaho Code. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 30-29-853, Idaho Code, to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(2) Any provision pursuant to subsection (1) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by section 30-22-206, Idaho Code.
(3) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this part, other than the rights to mandatory indemnification under section 30-29-852, Idaho Code, and to court-ordered indemnification and advance for expenses under section 30-29-854, Idaho Code.
(4) Sections 30-29-850 through 30-29-859, Idaho Code, do not limit a corporation’s power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.
(5) Sections 30-29-850 through 30-29-859, Idaho Code, do not limit a corporation’s power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
History:
[30-29-858, added 2015, ch. 243, sec. 63, p. 938.]
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