A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification or advances or reimbursementof expenses in the articles of incorporation or bylaws shall not be deemed toprevent the corporation from providing indemnity or advances or reimbursementof expenses permitted or mandated by this article. A corporation, by aprovision in its articles of incorporation or bylaws or in a resolutionadopted or a contract approved by its board of directors or shareholders, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-697 and advance funds topay for or reimburse expenses in accordance with § 13.1-699. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-699 and subsection C of §13.1-701.
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 shareholders or any resolutionadopted, before or after the event, by the shareholders, except an indemnityagainst (i) his willful misconduct, or (ii) a knowing violation of thecriminal law. 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 § 13.1-699 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 § 13.1-697.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provide otherwise, any determination as to the right to any furtherindemnity shall be made in accordance with subsection B of § 13.1-701. Eachsuch indemnity may continue as to a person who has ceased to have thecapacity referred to above and may inure to the benefit of the heirs,executors and administrators of such a person.
C. 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.
D. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with his or herappearance as a witness in a proceeding at a time when he or she is not aparty.
E. This article does not limit a corporation's power to provide indemnity to,advance or reimburse expenses incurred by, or provide or maintain insuranceon behalf of an agent or an employee who is not a director or officer.
(Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2005, c. 765; 2007, c. 165; 2010, c.782.)
A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification or advances or reimbursementof expenses in the articles of incorporation or bylaws shall not be deemed toprevent the corporation from providing indemnity or advances or reimbursementof expenses permitted or mandated by this article. A corporation, by aprovision in its articles of incorporation or bylaws or in a resolutionadopted or a contract approved by its board of directors or shareholders, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-697 and advance funds topay for or reimburse expenses in accordance with § 13.1-699. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-699 and subsection C of §13.1-701.
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 shareholders or any resolutionadopted, before or after the event, by the shareholders, except an indemnityagainst (i) his willful misconduct, or (ii) a knowing violation of thecriminal law. 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 § 13.1-699 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 § 13.1-697.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provide otherwise, any determination as to the right to any furtherindemnity shall be made in accordance with subsection B of § 13.1-701. Eachsuch indemnity may continue as to a person who has ceased to have thecapacity referred to above and may inure to the benefit of the heirs,executors and administrators of such a person.
C. 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.
D. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with his or herappearance as a witness in a proceeding at a time when he or she is not aparty.
E. This article does not limit a corporation's power to provide indemnity to,advance or reimburse expenses incurred by, or provide or maintain insuranceon behalf of an agent or an employee who is not a director or officer.
(Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2005, c. 765; 2007, c. 165; 2010, c.782.)
A. Unless the articles of incorporation or bylaws expressly provideotherwise, any authorization of indemnification or advances or reimbursementof expenses in the articles of incorporation or bylaws shall not be deemed toprevent the corporation from providing indemnity or advances or reimbursementof expenses permitted or mandated by this article. A corporation, by aprovision in its articles of incorporation or bylaws or in a resolutionadopted or a contract approved by its board of directors or shareholders, mayobligate itself in advance of the act or omission giving rise to a proceedingto provide indemnification in accordance with § 13.1-697 and advance funds topay for or reimburse expenses in accordance with § 13.1-699. Any suchobligatory provision shall be deemed to satisfy the requirements forauthorization referred to in subsection C of § 13.1-699 and subsection C of §13.1-701.
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 shareholders or any resolutionadopted, before or after the event, by the shareholders, except an indemnityagainst (i) his willful misconduct, or (ii) a knowing violation of thecriminal law. 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 § 13.1-699 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 § 13.1-697.Unless the articles of incorporation, or any such bylaw or resolutionexpressly provide otherwise, any determination as to the right to any furtherindemnity shall be made in accordance with subsection B of § 13.1-701. Eachsuch indemnity may continue as to a person who has ceased to have thecapacity referred to above and may inure to the benefit of the heirs,executors and administrators of such a person.
C. 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.
D. This article does not limit a corporation's power to pay or reimburseexpenses incurred by a director or an officer in connection with his or herappearance as a witness in a proceeding at a time when he or she is not aparty.
E. This article does not limit a corporation's power to provide indemnity to,advance or reimburse expenses incurred by, or provide or maintain insuranceon behalf of an agent or an employee who is not a director or officer.
(Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985, c.522; 1987, cc. 59, 257; 1988, c. 561; 2005, c. 765; 2007, c. 165; 2010, c.782.)
