A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.
Structure West Virginia Code
Chapter 31E. West Virginia Nonprofit Corporation Act
Article 8. Directors and Officers
§31E-8-801. Requirement for and Duties of Board of Directors
§31E-8-802. Qualifications of Directors
§31E-8-803. Number and Election of Directors
§31E-8-804. Special Provisions Regarding Directors
§31E-8-805. Election of Directors by Certain Classes of Members
§31E-8-806. Terms of Directors Generally
§31E-8-807. Staggered Terms for Directors
§31E-8-808. Resignation of Directors
§31E-8-809. Removal of Directors by Members or Directors
§31E-8-810. Removal of Directors by Judicial Proceeding
§31E-8-812. Compensation of Directors
§31E-8-821. Action Without Meeting
§31E-8-826. Court-Ordered Meeting of Directors
§31E-8-830. Standards of Conduct for Directors
§31E-8-831. Standards of Liability for Directors
§31E-8-833. Directors' Liability for Unlawful Distributions
§31E-8-841. Duties of Officers
§31E-8-842. Standards of Conduct for Officers
§31E-8-843. Resignation and Removal of Officers
§31E-8-844. Contract Rights of Officers
§31E-8-851. Permissible Indemnification
§31E-8-852. Mandatory Indemnification
§31E-8-853. Advance for Expenses
§31E-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses
§31E-8-855. Determination and Authorization of Indemnification
§31E-8-856. Indemnification of Officers
§31E-8-858. Variation by Corporate Action; Application of Part