State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-20_110

21-20,110. Indemnification; variation by corporation.(1) 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 21-20,103 or advance funds to pay for or reimburse expenses in accordance with section 21-20,105. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (3) of section 21-20,105 and in subsection (3) of section 21-20,107. 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 21-20,105 to the fullest extent permitted by law, unless the provision specifically provides otherwise.(2) Any provision pursuant to subsection (1) of this section 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 subdivision (1)(c) of section 21-20,133.(3) A corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance for expenses created by or pursuant to sections 21-20,102 to 21-20,111.(4) Sections 21-20,102 to 21-20,111 shall not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his or her appearance as a witness in a proceeding at a time when he or she is not a party.(5) Sections 21-20,102 to 21-20,111 shall not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent. SourceLaws 1995, LB 109, § 110.