(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is an officer but not a director, to a further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for:
(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(i) Receipt by him or her of a financial benefit to which he or she is not entitled;
(ii) An intentional infliction of harm on the corporation or the shareholders; or
(iii) An intentional violation of criminal law.
(b) The provisions of subdivision (2), subsection (a) of this section apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section eight hundred fifty-two of this article and may apply to a court under section eight hundred fifty-four of this article for indemnification or an advance for expenses in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Structure West Virginia Code
Chapter 31D. West Virginia Business Corporation Act
Article 8. Directors and Officers
§31D-8-801. Requirement for and Duties of Board of Directors
§31D-8-802. Qualifications of Directors
§31D-8-803. Number and Election of Directors
§31D-8-804. Election of Directors by Certain Classes of Shareholders
§31D-8-805. Terms of Directors Generally
§31D-8-806. Staggered Terms for Directors
§31D-8-807. Resignation of Directors
§31D-8-808. Removal of Directors by Shareholders
§31D-8-809. Removal of Directors by Judicial Proceeding
§31D-8-811. Compensation of Directors
§31D-8-821. Action Without Meeting
§31D-8-830. Standard of Conduct for Directors
§31D-8-831. Standards of Liability for Directors
§31D-8-833. Directors' Liability for Unlawful Distributions
§31D-8-841. Duties of Officers
§31D-8-842. Standards of Conduct for Officers
§31D-8-842a. Standards of Liability for Officers
§31D-8-843. Resignation and Removal of Officers
§31D-8-844. Contract Rights of Officers
§31D-8-851. Permissible Indemnification
§31D-8-852. Mandatory Indemnification
§31D-8-853. Advance for Expenses
§31D-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses
§31D-8-855. Determination and Authorization of Indemnification
§31D-8-856. Indemnification of Officers
§31D-8-858. Variation by Corporate Action; Application of Part