86.431 - Indemnification of manager, member, employee or agent: Scope; authorization.
86.431 Indemnification of manager, member, employee or agent: Scope; authorization.
1. To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in NRS 86.411 and 86.421, or in defense of any claim, issue or matter therein, the company shall indemnify him or her against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense.
2. Any indemnification under NRS 86.411 and 86.421, unless ordered by a court or advanced pursuant to NRS 86.441, may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made:
(a) By the members or managers as provided in the articles of organization or the operating agreement;
(b) If there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding;
(c) If a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion; or
(d) If members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
(Added to NRS by 1991, 1298; A 1993, 1017; 1997, 722)