§414D-167  Application of this part. 
(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 in a contract or
otherwise, is valid only if and to the extent the provision is consistent with
this part.  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 part shall not limit a corporation's
power to pay or reimburse expenses incurred by a director in connection with
appearing 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)  A corporation, by a provision in its
articles of incorporation or bylaws, in a resolution adopted, or in a contract
approved by its board of directors or members, may obligate itself, in advance
of the act or omission giving rise to a proceeding, to provide indemnification
in accordance with section 414D-160 or advance funds to pay for or reimburse
expenses in accordance with section 414D-162.  Any such obligatory provision
shall be deemed to satisfy the requirements for authorization referred to in
[sections] 414D-164 and 414D-162(c). Any
such provision that obligates the corporation to provide indemnification to the
fullest extent permitted by law shall be deemed to obligate the corporation to
advance funds to pay for or reimburse expenses in accordance with section
414D-162 to the fullest extent permitted by law, unless the provision
specifically provides otherwise. [L 2001, c 105, pt of §1; am L 2003, c 81, §2]