Sec. 33-778. Variation by corporate action.
Sec. 33-778. Variation by corporate action. (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract
approved by its board of directors or shareholders, obligate itself in advance of the act
or omission giving rise to a proceeding to provide indemnification in accordance with
section 33-771 or advance funds to pay for or reimburse expenses in accordance with
section 33-773. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-773 and subsection
(c) of section 33-775. Any such provision that obligates the corporation to provide
indemnification to the fullest extent permitted by law shall be deemed to obligate the
corporation to advance funds to pay for or reimburse expenses in accordance with section
33-773 to the fullest extent permitted by law, unless the provision specifically provides
otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not obligate the
corporation to indemnify or advance expenses to a director of a predecessor of the
corporation, pertaining to conduct with respect to the predecessor, unless otherwise
specifically provided. Any provision for indemnification or advance for expenses in the
certificate of incorporation, bylaws or resolution of the board of directors or shareholders
of a predecessor of the corporation in a merger or in a contract to which the predecessor
is a party, existing at the time the merger takes effect, shall be governed by subdivision
(3) of subsection (a) of section 33-820.
(c) A corporation may, by a provision in its certificate of incorporation, limit any
of the rights to indemnification or advance for expenses created by or pursuant to sections
33-770 to 33-779, inclusive.
(d) Sections 33-770 to 33-779, inclusive, do not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he is not a party.
(P.A. 94-186, S. 115, 215; P.A. 96-271, S. 81, 254; P.A. 97-246, S. 20, 99; P.A. 01-199, S. 14.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 substantially revised section, including adding
Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation
and adding Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification
and advance for expenses, effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to provide that obligatory provision
shall be deemed to satisfy the requirements for authorization in Sec. 33-773(c) and Sec. 33-775(c).