2006 Code of Virginia § 13.1-704 - Application of article
13.1-704. Application of article.
A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification in the articles ofincorporation or bylaws shall not be deemed to prevent the corporation fromproviding the indemnity permitted or mandated by this article.
B. Any corporation shall have power to make any further indemnity, includingindemnity with respect to a proceeding by or in the right of the corporation,and to make additional provision for advances and reimbursement of expenses,to any director or officer that may be authorized by the articles ofincorporation or any bylaw made by the shareholders or any resolutionadopted, before or after the event, by the shareholders, except an indemnityagainst (i) his willful misconduct, or (ii) a knowing violation of thecriminal law. Unless the articles of incorporation, or any such bylaw orresolution expressly provide otherwise, any determination as to the right toany further indemnity shall be made in accordance with subsection B of 13.1-701. Each such indemnity may continue as to a person who has ceased tohave the capacity referred to above and may inure to the benefit of theheirs, executors and administrators of such a person.
C. No right provided to any person pursuant to this section may be reduced oreliminated by any amendment of the articles of incorporation or bylaws withrespect to any act or omission occurring before such amendment.
D. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with his or herappearance as a witness in a proceeding at a time when he or she is not aparty.
E. This article does not limit a corporation's power to indemnify, advanceexpenses to or provide or maintain insurance on behalf of an employee oragent who is not a director or officer.
(Code 1950, 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2005, c. 765.)
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