(a) It is the publicpolicy of this State to enable corporations organized under this Chapter toattract and maintain responsible, qualified directors, officers, employees, andagents, and, to that end, to permit corporations organized under this Chapterto allocate the risk of personal liability of directors, officers, employees,and agents through indemnification and insurance as authorized in this Part.
(b) Definitions in thisPart:
(1) "Corporation"includes any not for profit domestic hospital, medical, or dental servicecorporation, or successor of a corporation in a merger or other transaction inwhich the predecessor's existence ceased upon consummation of the transaction.
(2) "Director"or "Trustee" means an individual who is or was a director of acorporation or an individual who, while a director of a corporation, is or wasserving at the corporation's request as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. A directoris considered to be serving an employee benefit plan at the corporation'srequest if his duties to the corporation also impose duties on, or otherwiseinvolve services by, him to the plan or to participants in or beneficiaries ofthe plan. "Director" or "Trustee" includes, unless thecontext requires otherwise, the estate or personal representative of a directoror trustee.
(3) "Expenses"means expenses of every kind incurred in defending a proceeding, includingcounsel fees.
(4) "Liability"means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonableexpenses incurred with respect to a proceeding.
(5) "Officialcapacity" means: (i) when used with respect to a director or trustee, theoffice of director or trustee in a corporation; and (ii) when used with respectto an individual other than a director or trustee, as contemplated in G.S. 58‑65‑172,the office in a corporation held by the officer or the employment or agencyrelationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic corporation or any partnership, joint venture, trust, employee benefitplan, or other enterprise.
(6) "Party"includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(7) "Proceeding"means any threatened, pending, or completed action, suit, or proceeding,whether civil, criminal, administrative, or investigative and whether formal orinformal.
(8) "Trustee".Whenever the term "director" or "directors" is used hereinit shall include the term "trustee", or a person who is designated asa "trustee" under a corporation governed by this Article. (1989(Reg. Sess., 1990), c. 1071, s. 1.)
(a) It is the publicpolicy of this State to enable corporations organized under this Chapter toattract and maintain responsible, qualified directors, officers, employees, andagents, and, to that end, to permit corporations organized under this Chapterto allocate the risk of personal liability of directors, officers, employees,and agents through indemnification and insurance as authorized in this Part.
(b) Definitions in thisPart:
(1) "Corporation"includes any not for profit domestic hospital, medical, or dental servicecorporation, or successor of a corporation in a merger or other transaction inwhich the predecessor's existence ceased upon consummation of the transaction.
(2) "Director"or "Trustee" means an individual who is or was a director of acorporation or an individual who, while a director of a corporation, is or wasserving at the corporation's request as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. A directoris considered to be serving an employee benefit plan at the corporation'srequest if his duties to the corporation also impose duties on, or otherwiseinvolve services by, him to the plan or to participants in or beneficiaries ofthe plan. "Director" or "Trustee" includes, unless thecontext requires otherwise, the estate or personal representative of a directoror trustee.
(3) "Expenses"means expenses of every kind incurred in defending a proceeding, includingcounsel fees.
(4) "Liability"means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonableexpenses incurred with respect to a proceeding.
(5) "Officialcapacity" means: (i) when used with respect to a director or trustee, theoffice of director or trustee in a corporation; and (ii) when used with respectto an individual other than a director or trustee, as contemplated in G.S. 58‑65‑172,the office in a corporation held by the officer or the employment or agencyrelationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic corporation or any partnership, joint venture, trust, employee benefitplan, or other enterprise.
(6) "Party"includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(7) "Proceeding"means any threatened, pending, or completed action, suit, or proceeding,whether civil, criminal, administrative, or investigative and whether formal orinformal.
(8) "Trustee".Whenever the term "director" or "directors" is used hereinit shall include the term "trustee", or a person who is designated asa "trustee" under a corporation governed by this Article. (1989(Reg. Sess., 1990), c. 1071, s. 1.)
(a) It is the publicpolicy of this State to enable corporations organized under this Chapter toattract and maintain responsible, qualified directors, officers, employees, andagents, and, to that end, to permit corporations organized under this Chapterto allocate the risk of personal liability of directors, officers, employees,and agents through indemnification and insurance as authorized in this Part.
(b) Definitions in thisPart:
(1) "Corporation"includes any not for profit domestic hospital, medical, or dental servicecorporation, or successor of a corporation in a merger or other transaction inwhich the predecessor's existence ceased upon consummation of the transaction.
(2) "Director"or "Trustee" means an individual who is or was a director of acorporation or an individual who, while a director of a corporation, is or wasserving at the corporation's request as a director, officer, partner, trustee,employee, or agent of another foreign or domestic corporation, partnership,joint venture, trust, employee benefit plan, or other enterprise. A directoris considered to be serving an employee benefit plan at the corporation'srequest if his duties to the corporation also impose duties on, or otherwiseinvolve services by, him to the plan or to participants in or beneficiaries ofthe plan. "Director" or "Trustee" includes, unless thecontext requires otherwise, the estate or personal representative of a directoror trustee.
(3) "Expenses"means expenses of every kind incurred in defending a proceeding, includingcounsel fees.
(4) "Liability"means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonableexpenses incurred with respect to a proceeding.
(5) "Officialcapacity" means: (i) when used with respect to a director or trustee, theoffice of director or trustee in a corporation; and (ii) when used with respectto an individual other than a director or trustee, as contemplated in G.S. 58‑65‑172,the office in a corporation held by the officer or the employment or agencyrelationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic corporation or any partnership, joint venture, trust, employee benefitplan, or other enterprise.
(6) "Party"includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(7) "Proceeding"means any threatened, pending, or completed action, suit, or proceeding,whether civil, criminal, administrative, or investigative and whether formal orinformal.
(8) "Trustee".Whenever the term "director" or "directors" is used hereinit shall include the term "trustee", or a person who is designated asa "trustee" under a corporation governed by this Article. (1989(Reg. Sess., 1990), c. 1071, s. 1.)
