§ 55-8-54. Court-ordered indemnification.
§55‑8‑54. Court‑ordered indemnification.
Unless a corporation'sarticles of incorporation provide otherwise, a director of the corporation whois a party to a proceeding may apply for indemnification to the courtconducting the proceeding or to another court of competent jurisdiction. Onreceipt of an application, the court after giving any notice the courtconsiders necessary may order indemnification if it determines:
(1) The director isentitled to mandatory indemnification under G.S. 55‑8‑52, in whichcase the court shall also order the corporation to pay the director'sreasonable expenses incurred to obtain court‑ordered indemnification; or
(2) The director isfairly and reasonably entitled to indemnification in view of all the relevantcircumstances, whether or not he met the standard of conduct set forth in G.S.55‑8‑51 or was adjudged liable as described in G.S. 55‑8‑51(d),but if he was adjudged so liable his indemnification is limited to reasonableexpenses incurred. (1955, c. 1371, s. 1; 1969, c. 797, ss. 2, 3; 1973, c.469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, ss. 39, 40; 1989, c. 265, s. 1.)