14-3-856. Additional measure of director indemnification.

If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by a majority of disinterested members unless otherwise specified in the articles or bylaws, or, in the case of a corporation without members, by a majority of disinterested directors unless otherwise specified in the articles or bylaws, a corporation may indemnify or obligate itself to indemnify a director made a party to a proceeding, including a proceeding brought by or in the right of the corporation, without regard to the limitations in other Code sections of this part.#

The corporation shall not indemnify a director under this Code section for any liability incurred in a proceeding in which the director is adjudged liable to the corporation or is subjected to injunctive relief in favor of the corporation:#

1. (1)

   For any appropriation, in violation of the director’s duties, of any business opportunity of the corporation;#

2. (2)

   For acts or omissions which involve intentional misconduct or a knowing violation of law;#

3. (3)

   For the types of liability set forth in Code Sections 14-3-860 through 14-3-864; or#

4. (4)

   For any transaction from which the director received an improper personal benefit.#

Where approved or authorized in the manner described in subsection (a) of this Code section, a corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if:#

1. (1)

   The director furnishes the corporation with a written affirmation of the director’s good faith belief that the director’s conduct does not constitute behavior of the kind described in subsection (b) of this Code section; and#

2. (2)

   The director furnishes the corporation with a written undertaking, executed personally or on his or her behalf, to repay any advances for expenses if it is ultimately determined that the director is not entitled to indemnification under this Code section.#