Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines:
(1) the director is entitled to mandatory indemnification under Section 33-8-520, in which case the court also shall order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in Section 33-8-510 or was adjudged liable as described in Section 33-8-510(d), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred.
HISTORY: Derived from 1976 Code Section 33-13-180 [1962 Code Section 12-18.18; 1962 (52) 1996; 1973 (58) 381; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2], and Section 33-13-190 [1962 Code Section 12-18.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 8 - Directors And Officers
Section 33-8-101. Requirement for and duties of board of directors.
Section 33-8-102. Qualifications of directors.
Section 33-8-103. Number and election of directors.
Section 33-8-104. Election of directors by certain classes of shareholders.
Section 33-8-105. Terms of directors generally.
Section 33-8-106. Staggered terms for directors.
Section 33-8-107. Resignation of directors.
Section 33-8-108. Removal of directors by shareholders.
Section 33-8-109. Removal of directors by judicial proceeding.
Section 33-8-110. Vacancy on board.
Section 33-8-111. Compensation of directors.
Section 33-8-210. Action without meeting.
Section 33-8-220. Notice of meeting.
Section 33-8-230. Waiver of notice.
Section 33-8-240. Quorum and voting.
Section 33-8-300. General standards for directors.
Section 33-8-310. Director or Officer conflict of interest.
Section 33-8-320. Loans to directors.
Section 33-8-330. Liability for unlawful distributions.
Section 33-8-400. Required officers.
Section 33-8-410. Duties of officers.
Section 33-8-420. Standards of conduct for officers.
Section 33-8-430. Resignation and removal of officers.
Section 33-8-440. Contract rights of officers.
Section 33-8-500. Article definitions.
Section 33-8-510. Authority to indemnify.
Section 33-8-520. Mandatory indemnification.
Section 33-8-530. Advance for expenses.
Section 33-8-540. Court-ordered indemnification.
Section 33-8-550. Determination and authorization of indemnification.
Section 33-8-560. Indemnification of officers, employees, and agents.