Current through the 2024 Regular Session
Section 30-29-856 - INDEMNIFICATION OF OFFICERS(a) A corporation may indemnify and advance expenses under sections 30-29-850 through 30-29-859, Idaho Code, to an officer who is a party to a proceeding because he or she is an officer:(1) To the same extent as a director; and(2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors, or shareholders except for: (i) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or(ii) Liability arising out of conduct that constitutes:(A) Receipt by the officer of a financial benefit to which he or she is not entitled;(B) An intentional infliction of harm on the corporation or the shareholders; or(C) An intentional violation of criminal law.(b) The provisions of subsection (a)(2) of this section shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer.(c) An officer who is not a director is entitled to mandatory indemnification under section 30-29-852, Idaho Code, and may apply to a court under section 30-29-854, Idaho Code, for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.[30-29-856, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 104, p. 284.]Amended by 2019 Session Laws, ch. 90,sec. 104, eff. 7/1/2019.Added by 2015 Session Laws, ch. 243,sec. 63, eff. 7/1/2015.