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The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for:
Receipt of a financial benefit to which the director is not entitled;
An intentional infliction of harm;
A violation of § 48-58-302 (unlawful distribution); or
An intentional violation of criminal law; and
For purposes of this subsection (c):
“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
“Proceeding” includes a threatened, pending or completed proceeding.
The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
The amount of a financial benefit received by the director to which the director is not entitled;