[§414-249]  Variation by corporate action;
application of subpart.  (a)  A corporation, by a provision in its articles
of incorporation or bylaws or in a resolution adopted or a contract approved by
its board of directors or shareholders, may obligate itself in advance of the
act or omission giving rise to a proceeding to provide indemnification in
accordance with section 414-242 or advance funds to pay for or reimburse
expenses in accordance with section 414-244.  Any such obligatory provision
shall be deemed to satisfy the requirements for authorization referred to in
section 414-244(c) and 414-246(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 414-244 to the fullest extent
permitted by law, unless the provision specifically provides otherwise.



(b)  Any provision pursuant to subsection (a)
shall not obligate the corporation to indemnify or advance expenses to a
director of a predecessor of the corporation, pertaining to conduct with
respect to the predecessor, unless otherwise specifically provided.  Any
provision for indemnification or advance for expenses in the articles of
incorporation, bylaws, or a resolution of the board of directors or
shareholders of a predecessor of the corporation in a merger or in a contract
to which the predecessor is a party, existing at the time the merger takes
effect, shall be governed by section 414-316(a)(3).



(c)  A corporation, by a provision in its
articles of incorporation, may limit any of the rights to indemnification or
advance for expenses created by or pursuant to this subpart.



(d)  This subpart does not limit a corporation's
power to pay or reimburse expenses incurred by a director or an officer in
connection with the director's or officer's appearance as a witness in a
proceeding at a time when the officer or director is not a party.



(e)  This subpart does not limit a corporation's
power to indemnify, advance expenses to, or provide or maintain insurance on
behalf of an employee or agent. [L 2000, c 244, pt of §1]