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(a) A corporation may indemnify any person who was a party, or potentially may become a party, to any threatened, pending, or adjudicated action, suit, or proceeding, whether civil, criminal, administrative, or investigative, based on his/her activities as director, officer, employee, or agent of the corporation.

(b) The corporation may also indemnify a party, or potential party, with regard to causes of action stated in subsection (a) of this section, who is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partner, joint venture, trust, or other enterprise whose business activities have materially benefited the corporation.

(c) The amount of indemnification shall be limited to expenses including: attorneys’ fees, judgments, fines and amounts paid in settlement actually, or reasonably connected with the action, suit or proceeding.

(d) Indemnification will only be permitted where the individual seeking indemnification acted in good faith and in a manner he or she reasonably believed to be in the best interest of the corporation; or, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(e) No indemnification shall be made pursuant to this section wherein the person seeking indemnification shall have been adjudged liable to the corporation either for ultra vires or criminal acts.

(f) No person shall be indemnified pursuant to this section wherein improper, or unlawful, personal benefit is alleged, whether or not involving action taken within the scope of his or her duties, in which he or she has been adjudged liable on the basis that personal benefit was improperly received by him or her. [Ord. 18 Part III § 17, adopted, 10/7/2008.]