A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification in the articles ofincorporation or bylaws shall not be deemed to prevent the corporation fromproviding the indemnity permitted or mandated by this article. A corporation,by a provision in its articles of incorporation or bylaws or in a resolutionadopted or contract approved by its board of directors or members, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-876 and advance funds topay for or reimburse expenses in accordance with § 13.1-878. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-878 and subsection C of §13.1-880.
B. Any corporation shall have power to make any further indemnity, includingindemnity with respect to a proceeding by or in the right of the corporation,and to make additional provision for advances and reimbursement of expenses,to any director or officer that may be authorized by the articles ofincorporation or any bylaw made by the members or any resolution adopted,before or after the event, by the members, except an indemnity against (i)such person's willful misconduct, or (ii) a knowing violation of the criminallaw. Any such provision that obligates the corporation to provideindemnification to the fullest extent permitted by law shall be deemed,unless the articles of incorporation or any such bylaw or resolutionexpressly provides otherwise, also to obligate the corporation to advancefunds to pay for or reimburse expenses to the fullest extent permitted by lawin accordance with § 13.1-878 except that the applicable standard shall beconduct that does not constitute willful misconduct or a knowing violation ofcriminal law, rather than the standard of conduct prescribed in § 13.1-876.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provides otherwise, any determination as to the right to anyfurther indemnity shall be made in accordance with subsection B of §13.1-880. Each such indemnity may continue as to a person who has ceased tohave the capacity referred to above and may inure to the benefit of theheirs, executors and administrators of such a person.
C. The provisions of this article and Article 8 (§ 13.1-853 et seq.) of thisAct shall apply to the same extent to any cooperative organized under theCode of Virginia.
D. No right provided to any person pursuant to this section may be reduced oreliminated by any amendment of the articles of incorporation or bylaws withrespect to any act or omission occurring before such amendment.
E. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with hisappearance as a witness in a proceeding at a time when he is not a party.
F. This article does not limit a corporation's power to indemnify, advanceexpenses to, or provide or maintain insurance on behalf of an employee oragent who is not a director or officer.
(Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.)
A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification in the articles ofincorporation or bylaws shall not be deemed to prevent the corporation fromproviding the indemnity permitted or mandated by this article. A corporation,by a provision in its articles of incorporation or bylaws or in a resolutionadopted or contract approved by its board of directors or members, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-876 and advance funds topay for or reimburse expenses in accordance with § 13.1-878. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-878 and subsection C of §13.1-880.
B. Any corporation shall have power to make any further indemnity, includingindemnity with respect to a proceeding by or in the right of the corporation,and to make additional provision for advances and reimbursement of expenses,to any director or officer that may be authorized by the articles ofincorporation or any bylaw made by the members or any resolution adopted,before or after the event, by the members, except an indemnity against (i)such person's willful misconduct, or (ii) a knowing violation of the criminallaw. Any such provision that obligates the corporation to provideindemnification to the fullest extent permitted by law shall be deemed,unless the articles of incorporation or any such bylaw or resolutionexpressly provides otherwise, also to obligate the corporation to advancefunds to pay for or reimburse expenses to the fullest extent permitted by lawin accordance with § 13.1-878 except that the applicable standard shall beconduct that does not constitute willful misconduct or a knowing violation ofcriminal law, rather than the standard of conduct prescribed in § 13.1-876.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provides otherwise, any determination as to the right to anyfurther indemnity shall be made in accordance with subsection B of §13.1-880. Each such indemnity may continue as to a person who has ceased tohave the capacity referred to above and may inure to the benefit of theheirs, executors and administrators of such a person.
C. The provisions of this article and Article 8 (§ 13.1-853 et seq.) of thisAct shall apply to the same extent to any cooperative organized under theCode of Virginia.
D. No right provided to any person pursuant to this section may be reduced oreliminated by any amendment of the articles of incorporation or bylaws withrespect to any act or omission occurring before such amendment.
E. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with hisappearance as a witness in a proceeding at a time when he is not a party.
F. This article does not limit a corporation's power to indemnify, advanceexpenses to, or provide or maintain insurance on behalf of an employee oragent who is not a director or officer.
(Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.)
A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification in the articles ofincorporation or bylaws shall not be deemed to prevent the corporation fromproviding the indemnity permitted or mandated by this article. A corporation,by a provision in its articles of incorporation or bylaws or in a resolutionadopted or contract approved by its board of directors or members, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-876 and advance funds topay for or reimburse expenses in accordance with § 13.1-878. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-878 and subsection C of §13.1-880.
B. Any corporation shall have power to make any further indemnity, includingindemnity with respect to a proceeding by or in the right of the corporation,and to make additional provision for advances and reimbursement of expenses,to any director or officer that may be authorized by the articles ofincorporation or any bylaw made by the members or any resolution adopted,before or after the event, by the members, except an indemnity against (i)such person's willful misconduct, or (ii) a knowing violation of the criminallaw. Any such provision that obligates the corporation to provideindemnification to the fullest extent permitted by law shall be deemed,unless the articles of incorporation or any such bylaw or resolutionexpressly provides otherwise, also to obligate the corporation to advancefunds to pay for or reimburse expenses to the fullest extent permitted by lawin accordance with § 13.1-878 except that the applicable standard shall beconduct that does not constitute willful misconduct or a knowing violation ofcriminal law, rather than the standard of conduct prescribed in § 13.1-876.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provides otherwise, any determination as to the right to anyfurther indemnity shall be made in accordance with subsection B of §13.1-880. Each such indemnity may continue as to a person who has ceased tohave the capacity referred to above and may inure to the benefit of theheirs, executors and administrators of such a person.
C. The provisions of this article and Article 8 (§ 13.1-853 et seq.) of thisAct shall apply to the same extent to any cooperative organized under theCode of Virginia.
D. No right provided to any person pursuant to this section may be reduced oreliminated by any amendment of the articles of incorporation or bylaws withrespect to any act or omission occurring before such amendment.
E. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with hisappearance as a witness in a proceeding at a time when he is not a party.
F. This article does not limit a corporation's power to indemnify, advanceexpenses to, or provide or maintain insurance on behalf of an employee oragent who is not a director or officer.
(Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.)
