Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders; or
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.
As added by P.L.14-1992, SEC.163.
Structure Indiana Code
Title 28. Financial Institutions
Article 13. Corporate Governance
Chapter 13. Indemnification of Directors
28-13-13-1. "Corporation" Defined
28-13-13-2. "Director" Defined; Scope of Term
28-13-13-3. "Expenses" Defined
28-13-13-4. "Liability" Defined
28-13-13-5. "Official Capacity" Defined; Scope of Term
28-13-13-7. "Proceeding" Defined
28-13-13-8. Conditional Indemnification of Director Against Liability
28-13-13-9. Mandatory Indemnification of Director for Expenses of Successful Defense of Proceeding
28-13-13-10. Advancement of Expenses Before Final Disposition of Proceeding; Conditions; Procedure
28-13-13-11. Court Ordered Indemnification; Determination
28-13-13-12. Standards for Conditional Determinations and Authorizations; Procedure
28-13-13-13. Indemnification of Corporate Officers and Employees Other Than Directors
28-13-13-14. Liability Insurance Purchased and Maintained by Corporation