§414-222  Limitation of liability of
directors; shareholder approval required.  (a)  A corporation may eliminate
or limit the personal liability of its directors in any action brought by the
shareholders or the corporation for monetary damages against any director of
the corporation for any action taken, or any failure to take any action, as a
director; provided that:



(1)  The elimination or limitation shall be
authorized, directed, or provided for in:



(A)  The articles of incorporation of the
corporation; or



(B)  Any duly adopted amendment of the articles
of incorporation; and



(2)  If the provision eliminating or limiting the
personal liability of a corporation's directors is authorized, directed, or
provided for by amendments to the articles of incorporation, it shall be
adopted upon the affirmative vote of the holders of two-thirds of the shares
represented at the shareholders' meeting and entitled to vote; provided that
the vote also constitutes a majority of the shares entitled to vote.



(b)  A corporation shall not eliminate or limit
the personal liability of a director for:



(1)  The amount of a financial benefit received by a
director to which the director is not entitled;



(2)  An intentional infliction of harm on the
corporation or the shareholders;



(3)  A violation of section 414-223; or



(4)  An intentional violation of criminal law.



(c)  The shareholders of the corporation shall
receive written notice of any proposal by the corporation to eliminate or limit
the personal liability of the directors under subsection (a)(2), and the
corporation shall in such cases submit the duly adopted amendment to the
articles of incorporation to the department director.



(d)  Nothing in this section shall impair or
affect the validity of any provisions of the bylaws of a corporation
eliminating or limiting the personal liability of the directors, which were
authorized, directed, or provided for and approved by the shareholders of the
corporation in compliance with then existing law prior to July 1, 1996. [L
2000, c 244, pt of §1; am L 2001, c 129, §24]