§ 55A-8-50. Policy statement and definitions.
Part 5. Indemnification.
§ 55A‑8‑50. Policy statement and definitions.
(a) It is the publicpolicy of this State to enable corporations organized under this Chapter toattract and maintain responsible, qualified directors, officers, employees, andagents, and, to that end, to permit corporations organized under this Chapterto allocate the risk of personal liability of directors, officers, employees,and agents through indemnification and insurance as authorized in this Part.
(b) Definitions in thisPart:
(1) "Corporation"includes any domestic or foreign corporation absorbed in a merger which, if itsseparate existence had continued, would have had the obligation or power toindemnify its directors, officers, employees, or agents, so that a person whowould have been entitled to receive or request indemnification from suchcorporation if its separate existence had continued shall stand in the sameposition under this Part with respect to the surviving corporation.
(2) "Director"means an individual who is or was a director of a corporation or an individualwho, while a director of a corporation, is or was serving at the corporation'srequest as a director, officer, partner, trustee, employee, or agent of anotherforeign or domestic business or nonprofit corporation, partnership, jointventure, trust, employee benefit plan, or other enterprise. A director isconsidered to be serving an employee benefit plan at the corporation's requestif the director's duties to the corporation also impose duties on, or otherwiseinvolve services by, the director to the plan or to participants in orbeneficiaries of the plan. "Director" includes, unless the contextrequires otherwise, the estate or personal representative of a director.
(3) "Expenses"means expenses of every kind incurred in defending a proceeding, includingcounsel fees.
(4) "Liability"means the obligation to pay a judgment, settlement, penalty, fine (including anexcise tax assessed with respect to an employee benefit plan), or reasonableexpenses actually incurred with respect to a proceeding.
(5) "Officer,""employee," or "agent" includes, unless the contextrequires otherwise, the estate or personal representative of a person who actedin that capacity.
(6) "Officialcapacity" means: (i) when used with respect to a director, the office ofdirector in a corporation; and (ii) when used with respect to an individualother than a director, as contemplated in G.S. 55A‑8‑56, the officein a corporation held by the officer or the employment or agency relationshipundertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign ordomestic business or nonprofit corporation or any partnership, joint venture,trust, employee benefit plan, or other enterprise.
(7) "Party"includes an individual who was, is, or is threatened to be made a nameddefendant or respondent in a proceeding.
(8) "Proceeding"means any threatened, pending, or completed action, suit, or proceeding whethercivil, criminal, administrative, or investigative and whether formal orinformal. (1993, c. 398, s. 1.)