35-2-454. Application. (1) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, its bylaws, a resolution of its members or board of directors, a contract, or other instrument is valid only if and to the extent the provision is consistent with 35-2-446 through 35-2-454. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
(2) Sections 35-2-446 through 35-2-454 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
History: En. Sec. 109, Ch. 411, L. 1991.
Structure Montana Code Annotated
Title 35. Corporations, Partnerships, and Associations
Chapter 2. Nonprofit Corporations
Part 4. Directors and Officers -- Indemnification
35-2-414. Requirement for and duties of board
35-2-415. Qualifications and numbers of directors
35-2-416. General standards for directors
35-2-417. Election, designation and appointment of directors
35-2-418. Director conflict of interest
35-2-419. Terms of directors generally -- staggered terms
35-2-420. Resignation of directors
35-2-421. Removal of directors elected by members or directors
35-2-422. Removal of designated or appointed directors
35-2-423. Removal of directors by judicial proceeding
35-2-425. Compensation of directors
35-2-427. Regular and special meetings
35-2-428. Action without meeting
35-2-429. Call and notice of meetings
35-2-433. Committees of the board
35-2-435. Loans to or guaranties for directors and officers
35-2-436. Liability for unlawful distributions
35-2-437. and 35-2-438 reserved
35-2-440. Duties and authority of officers
35-2-441. Standards of conduct for officers
35-2-442. Resignation and removal of officers
35-2-443. Contract rights of officers
35-2-444. Officers' authority to execute documents
35-2-447. Authority to indemnify
35-2-448. Mandatory indemnification
35-2-449. Advance for expenses
35-2-450. Court-ordered indemnification
35-2-451. Determination and authorization of indemnification
35-2-452. Indemnification of officers, employees, and agents