[§414-249]  Variation by corporate action;application of subpart.  (a)  A corporation, by a provision in its articlesof incorporation or bylaws or in a resolution adopted or a contract approved byits board of directors or shareholders, may obligate itself in advance of theact or omission giving rise to a proceeding to provide indemnification inaccordance with section 414-242 or advance funds to pay for or reimburseexpenses in accordance with section 414-244.  Any such obligatory provisionshall be deemed to satisfy the requirements for authorization referred to insection 414-244(c) and 414-246(c).  Any such provision that obligates thecorporation to provide indemnification to the fullest extent permitted by lawshall be deemed to obligate the corporation to advance funds to pay for orreimburse expenses in accordance with section 414-244 to the fullest extentpermitted 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 adirector of a predecessor of the corporation, pertaining to conduct withrespect to the predecessor, unless otherwise specifically provided.  Anyprovision for indemnification or advance for expenses in the articles ofincorporation, bylaws, or a resolution of the board of directors orshareholders of a predecessor of the corporation in a merger or in a contractto which the predecessor is a party, existing at the time the merger takeseffect, shall be governed by section 414-316(a)(3).

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

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

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