14-3-854. Court ordered indemnification and payment of expenses.

A director who is a party to a proceeding because he or she is a director may apply for indemnification or advances of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application, after giving any notice it considers necessary, the court shall:#

1. (1)

   Order indemnification or advance for expenses if it determines that the director is entitled to indemnification under this part; or#

2. (2)

   Order indemnification or advance for expenses if it determines, in view of all the relevant circumstances, that it is fair and reasonable:#

   1. (A)

      To indemnify the director; or#

   2. (B)

      To advance expenses to the director,#

   3. even if he or she has not met the relevant standard of conduct set forth in subsections (a) and (b) of Code Section 14-3-851, failed to comply with Code Section 14-3-853, or was adjudged liable in a proceeding referred to in paragraph (1) or (2) of subsection (d) of Code Section 14-3-851, but if he or she was adjudged so liable his or her indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.

If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (1) of subsection (a) of this Code section, it shall also order the corporation to pay the director’s reasonable expenses to obtain court ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (2) of subsection (a) of this Code section, it may also order the corporation to pay the director’s reasonable expenses to obtain court ordered indemnification or advance for expenses.#

The court may summarily determine, without a jury, a corporation’s obligation to indemnify or advance expenses.#