48-2c-1809 - Limitations on indemnification.
48-2c-1809. Limitations on indemnification.
(1) A provision treating a company's indemnification of, or advance for expenses to,managers or members that is contained in its articles of organization or operating agreement or ina resolution of its members or in a contract, except an insurance policy, or otherwise, is valid onlyif and to the extent the provision is not inconsistent with this part. If the articles of organizationlimit indemnification or advancement of expenses, indemnification and advancement of expensesare valid only to the extent not inconsistent with the articles of organization.
(2) This part does not limit a company's power to pay or reimburse expenses incurred bya manager or member in connection with the manager's or member's appearance as a witness in aproceeding at a time when the manager or member has not been made a named defendant orrespondent in the proceeding.
Enacted by Chapter 260, 2001 General Session