§ 55A-8-54. Court-ordered indemnification.
§55A‑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. 55A‑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 whole or in part, in viewof all the relevant circumstances, whether or not the director met the standardof conduct set forth in G.S. 55A‑8‑51 or was adjudged liable asdescribed in G.S. 55A‑8‑51(d), but if the director was adjudged soliable, such indemnification is limited to reasonable expenses incurred. (1977,c. 236, s. 2; 1993, c. 398, s. 1.)