§ 8.54. Court-ordered indemnification
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 8.52 of this title, in which case the court shall also 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 the director met the standard of conduct set forth in section 8.51 of this title or was adjudged liable as described in subsection 8.51(d), but if the director was adjudged so liable the director’s indemnification is limited to reasonable expenses incurred. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
Structure Vermont Statutes
Title 11A - Vermont Business Corporations
Chapter 8 - Directors and Officers
§ 8.01. Requirement for and duties of board of directors
§ 8.02. Qualifications of directors
§ 8.03. Number and election of directors
§ 8.04. Election of directors by certain classes of shareholders
§ 8.05. Terms of directors generally
§ 8.06. Staggered terms for directors
§ 8.07. Resignation of directors
§ 8.08. Removal of directors by shareholders
§ 8.09. Removal of directors by judicial proceeding
§ 8.11. Compensation of directors
§ 8.21. Action without meeting
§ 8.30. General standards for directors
§ 8.33. Liability for unlawful distributions; statute of limitations
§ 8.43. Resignation and removal of officers
§ 8.44. Contract rights of officers
§ 8.50. Subchapter definitions
§ 8.51. Authority to indemnify
§ 8.52. Mandatory indemnification
§ 8.54. Court-ordered indemnification
§ 8.55. Determination and authorization of indemnification
§ 8.56. Indemnification of officers, employees, and agents