§ 8.58. Application of subchapter
(a) A provision treating a corporation’s indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this subchapter. 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.
(b) This subchapter does not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with the director’s appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. (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