State Codes and Statutes

Statutes > Maine > Title13c > Title13-Cch8sec0 > Title13-Csec859

Title 13-C: MAINE BUSINESS CORPORATION ACT HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Chapter 8: DIRECTORS AND OFFICERS HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

§859. Variation by corporate action; application of subchapter

1. Undertakings to indemnify. A corporation may, 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, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 852 or advance funds to pay for or reimburse expenses in accordance with section 854. Such an obligatory provision is deemed to satisfy the requirements for authorization referred to in sections 854, subsection 3 and 856, subsection 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 854 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

2. Predecessors. A provision pursuant to subsection 1 may 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. A provision for indemnification or an advance for expenses in the corporation's articles of incorporation or bylaws or a resolution of the corporation's 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, is governed by section 1107, subsection 1, paragraph D.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

3. Limits. A corporation may, by a provision in its articles of incorporation, limit the rights to indemnification or an advance for expenses created by or pursuant to this subchapter.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

4. Witness expenses. This subchapter 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 director or officer is not a party to the proceeding.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

5. Insurance. This subchapter does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

SECTION HISTORY

2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF). 2003, c. 344, §B68 (AMD).

State Codes and Statutes

Statutes > Maine > Title13c > Title13-Cch8sec0 > Title13-Csec859

Title 13-C: MAINE BUSINESS CORPORATION ACT HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Chapter 8: DIRECTORS AND OFFICERS HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

§859. Variation by corporate action; application of subchapter

1. Undertakings to indemnify. A corporation may, 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, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 852 or advance funds to pay for or reimburse expenses in accordance with section 854. Such an obligatory provision is deemed to satisfy the requirements for authorization referred to in sections 854, subsection 3 and 856, subsection 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 854 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

2. Predecessors. A provision pursuant to subsection 1 may 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. A provision for indemnification or an advance for expenses in the corporation's articles of incorporation or bylaws or a resolution of the corporation's 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, is governed by section 1107, subsection 1, paragraph D.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

3. Limits. A corporation may, by a provision in its articles of incorporation, limit the rights to indemnification or an advance for expenses created by or pursuant to this subchapter.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

4. Witness expenses. This subchapter 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 director or officer is not a party to the proceeding.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

5. Insurance. This subchapter does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

SECTION HISTORY

2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF). 2003, c. 344, §B68 (AMD).


State Codes and Statutes

State Codes and Statutes

Statutes > Maine > Title13c > Title13-Cch8sec0 > Title13-Csec859

Title 13-C: MAINE BUSINESS CORPORATION ACT HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Chapter 8: DIRECTORS AND OFFICERS HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

§859. Variation by corporate action; application of subchapter

1. Undertakings to indemnify. A corporation may, 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, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 852 or advance funds to pay for or reimburse expenses in accordance with section 854. Such an obligatory provision is deemed to satisfy the requirements for authorization referred to in sections 854, subsection 3 and 856, subsection 3. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 854 to the fullest extent permitted by law, unless the provision specifically provides otherwise.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

2. Predecessors. A provision pursuant to subsection 1 may 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. A provision for indemnification or an advance for expenses in the corporation's articles of incorporation or bylaws or a resolution of the corporation's 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, is governed by section 1107, subsection 1, paragraph D.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

3. Limits. A corporation may, by a provision in its articles of incorporation, limit the rights to indemnification or an advance for expenses created by or pursuant to this subchapter.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

4. Witness expenses. This subchapter 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 director or officer is not a party to the proceeding.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

5. Insurance. This subchapter does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.

[ 2003, c. 344, Pt. B, §68 (AMD) .]

SECTION HISTORY

2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF). 2003, c. 344, §B68 (AMD).