271B.8-500 Definitions for KRS 271B.8-510 to 271B.8-580.
As used in KRS 271B.8-510 to 271B.8-580:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation
in a merger or other transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or an
individual, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee benefit plan, or
other enterprise. A director shall be considered to be serving an employee benefit
plan at the corporation's request if his duties to the corporation also impose duties
on, or otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context requires otherwise,
the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan), or
reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means:
(a) When used with respect to a director, the office of director in a corporation;
and
(b) When used with respect to an individual other than a director, as contemplated
in KRS 271B.8-560, the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on
behalf of the corporation. "Official capacity" shall not include service for any
other foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is threatened to be made a named
defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and whether
formal or informal.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 94, effective January 1, 1989.
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