§414D-167  Application of this part. (a)  A provision treating a corporation's indemnification of or advance forexpenses to directors that is contained in its articles of incorporation,bylaws, a resolution of its members or board of directors, or in a contract orotherwise, is valid only if and to the extent the provision is consistent withthis part.  If articles of incorporation limit indemnification or advances forexpenses, indemnification and advances for expenses are valid only to theextent consistent with the articles.

(b)  This part shall not limit a corporation'spower to pay or reimburse expenses incurred by a director in connection withappearing as a witness in a proceeding at a time when the director has not beenmade a named defendant or respondent to the proceeding.

(c)  A corporation, by a provision in itsarticles of incorporation or bylaws, in a resolution adopted, or in a contractapproved by its board of directors or members, may obligate itself, in advanceof the act or omission giving rise to a proceeding, to provide indemnificationin accordance with section 414D-160 or advance funds to pay for or reimburseexpenses in accordance with section 414D-162.  Any such obligatory provisionshall be deemed to satisfy the requirements for authorization referred to in[sections] 414D-164 and 414D-162(c). Anysuch provision that obligates the corporation to provide indemnification to thefullest extent permitted by law shall be deemed to obligate the corporation toadvance funds to pay for or reimburse expenses in accordance with section414D-162 to the fullest extent permitted by law, unless the provisionspecifically provides otherwise. [L 2001, c 105, pt of §1; am L 2003, c 81, §2]