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special legal counsel, authorization of indemnification must be | made by those entitled under subsection 2, paragraph B, | subparagraph (2) to select special legal counsel. |
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| §857. Indemnification of officers |
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| | 1. Permissible scope. A corporation may indemnify and | advance expenses under this subchapter to an officer of the | corporation who is a party to a proceeding because that the | officer is an officer of the corporation: |
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| A. To the same extent as a director; and |
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| B. If the officer is an officer but not a director, to such | further extent as may be provided by the corporation's | articles of incorporation, the bylaws, a resolution of the | corporation's board of directors or a contract except for: |
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| (1) Liability in connection with a proceeding by or in | the right of the corporation other than for reasonable | expenses incurred in connection with the proceeding; or |
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| (2) Liability arising out of conduct that constitutes: |
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| (a) Receipt by the officer of a financial benefit | to which the officer is not entitled; |
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| (b) An intentional infliction of harm on the | corporation or the shareholders; or |
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| (c) An intentional violation of criminal law. |
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| | 2. Dual capacity. Subsection 1, paragraph B applies to an | officer who is also a director if the basis on which the officer | is made a party to the proceeding is an act or omission solely as | an officer. |
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| | 3. Mandatory indemnification. An officer who is not a | director is entitled to mandatory indemnification under section | 853 and may apply to a court under section 855 for | indemnification or an advance for expenses, in each case to the | same extent to which a director may be entitled to | indemnification or an advance for expenses under those | provisions. |
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| §859. Variation by corporate action; application |
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| | 1. Undertakings to indemnify. A corporation may, by a | provision in its articles of incorporation or bylaws or in a | resolution adopted or a contract approved by its board of |
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