TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 8

DIRECTORS AND OFFICERS

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.

History:

[30-29-856, added 2015, ch. 243, sec. 63, p. 937; am. 2019, ch. 90, sec. 104, p. 284.]