10-858

10-858. Application of article

A. A provision that treats a corporation's indemnification of or advance for
expenses to directors and that is contained in its articles of incorporation, its bylaws,
a resolution of its shareholders 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
articles of incorporation limit indemnification or advances for expenses, indemnification
and advances for expenses are valid only to the extent consistent with the articles.

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.