14-2-851. Authority to indemnify.

Except as otherwise provided in this Code section, a corporation may indemnify an individual who is a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:#

1. (1)

   Such individual conducted himself or herself in good faith; and#

2. (2)

   Such individual reasonably believed:#

   1. (A)

      In the case of conduct in his or her official capacity, that such conduct was in the best interests of the corporation;#

   2. (B)

      In all other cases, that such conduct was at least not opposed to the best interests of the corporation; and#

   3. (C)

      In the case of any criminal proceeding, that the individual had no reasonable cause to believe such conduct was unlawful.#

A director’s conduct with respect to an employee benefit plan for a purpose he or she believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (a)(2)(B) of this Code section.#

The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this Code section.#

A corporation may not indemnify a director under this Code section:#

1. (1)

   In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under this Code section; or#

2. (2)

   In connection with any proceeding with respect to conduct for which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity.#