Loans to or Guarantees for Directors and Officers

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  1. A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
  2. This section does not apply to loans and guarantees authorized or permitted by any other statute that regulates any special class of corporation.
  3. This section does not apply to:
    1. Advances to pay reimbursable expenses reasonably expected to be incurred by a director or officer;
    2. Advances to pay premiums on life insurance if the advance is secured by the cash value of the policy;
    3. Advances pursuant to part 5 of this chapter;
    4. Loans or advances pursuant to employee benefit plans; or
    5. Loans to pay relocation expenses.
  4. Neither a sale on credit in the ordinary course of business nor a life insurance policy loan shall be subject to the restrictions of this section.
  5. The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.


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