10-3858

10-3858. Application of article

A. A provision treating a corporation's indemnification of or advance for expenses
to directors that is contained in its articles of incorporation, bylaws, a resolution of
its members or board of directors or a contract or otherwise is valid only if and to the
extent the provision is consistent with this article. If the articles of incorporation
limit indemnification or advances for expenses, indemnification and advances for expenses
are valid only to the extent consistent with the articles of incorporation.

B. This article does not limit a corporation's power to pay or reimburse expenses
incurred by a director in connection with the director's appearance as a witness in a
proceeding at a time when the director has not been made a named defendant or respondent
to the proceeding.

C. This article does not limit a corporation's power to indemnify, advance expenses
or maintain insurance on behalf of an employee or agent.