46-8-51. Indemnification of persons by railroad corporation; advance of expenses; insuring against liabilities; reports of payments to shareholders; provisions eliminating or limiting liability of director.

A railroad corporation shall have power to indemnify persons, to advance expenses prior to final disposition, and to insure against liabilities and expenses of any proceeding to the full extent permitted by Code Sections 14-2-850 through 14-2-859; provided, however, that such corporation shall comply with the requirements of Code Section 14-2-1621 with respect to reports of such payments to shareholders.#

The charter or articles of incorporation of a railroad corporation may, as a matter of election, also set forth a provision eliminating or limiting the personal liability of a director to the railroad corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director, provided that such provision shall not eliminate or limit the liability of a director:#

1. (1)

   For any appropriation, in violation of his 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 Section 14-2-832; or#

4. (4)

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

5. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.