(1) Unless limited by its bylaws, a nonprofit corporation shall indemnify a directorfn1 described in Subsection (2) against reasonable expenses incurred by the director in connection with the proceeding or claim with respect to which the director has been successful.
(2) Subsection (1) applies to a director who was successful, on the merits or otherwise, in the defense of:
(a) any proceeding to which the director was a party because the director is or was a director of the nonprofit corporation; or
(b) any claim, issue, or matter in the proceeding, to which the director was a party because the director is or was a director of the nonprofit corporation.
Amended by Chapter 228, 2006 General Session
Footnote 1: Officers Included. To the same extent as a director, an officer is entitled to:
(a) mandatory indemnification under Section 16-6a-903; and
(b) apply for court-ordered indemnification under Section 16-6a-905.
(Unless the articles of incorporation provide otherwise).
See Section 16-6a-907.
Comment 1:
Indemnification Provisions in Governing Documents.
The Condo Act and Community Association Act authorize an association's
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Comment 2: Liability. What liability do directors and officers have under the law?
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