10A-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
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10A-2A-8.53
Section 10A-2A-8.53 Advance for expenses. (a) A corporation may, before final disposition of
a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the
proceeding by an individual who is a party to the proceeding because that individual is a
director if the director delivers to the corporation a signed written undertaking of the director
to repay any funds advanced if (i) the director is not entitled to mandatory indemnification
under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or
Section 10A-2A-8.55 that the director is not entitled to indemnification. (b) The undertaking
required by subsection (a) must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of the director
to make repayment. (c) Authorizations under this section shall be made: (1) by the board of
directors: (i) if there are two or more qualified directors, by a...
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10A-2A-8.56
Section 10A-2A-8.56 Indemnification of officers. (a) A corporation may indemnify and advance
expenses under this Division E of this Article 8 to an officer who is a party to a proceeding
because he or she is an officer (1) to the same extent as a director; and (2) if he or she
is an officer but not a director, to such further extent as may be provided by the certificate
of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board
of directors or stockholders, except for (i) liability in connection with a proceeding by
or in the right of the corporation other than for expenses incurred in connection with the
proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer
of a financial benefit to which he or she is not entitled, (B) an intentional infliction of
harm on the corporation or the stockholders, or (C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a...
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10A-2A-8.55
Section 10A-2A-8.55 Determination and authorization of indemnification. (a) A corporation may
not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding
after a determination has been made that indemnification is permissible because the director
has met the relevant standard of conduct set forth in Section 10A-2A-8.51. (b) The determination
shall be made: (1) if there are two or more qualified directors, by the board of directors
by a majority vote of all the qualified directors (a majority of whom shall for that purpose
constitute a quorum), or by a majority of the members of a committee of two or more qualified
directors appointed by a majority vote of qualified directors; (2) by special legal counsel:
(i) selected in the manner prescribed in subsection (b)(1); or (ii) if there are fewer than
two qualified directors, selected by the board of directors (in which selection directors
who are not qualified directors may participate); or (3) by the...
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10A-2A-8.54
Section 10A-2A-8.54 Court-ordered indemnification and advance for expenses. (a) A director
who is a party to a proceeding because he or she is a director may apply for indemnification
or an advance for expenses to the court conducting the proceeding or to another court of competent
jurisdiction. After receipt of an application and after giving any notice it considers necessary,
the court shall: (1) order indemnification if the court determines that the director is entitled
to mandatory indemnification under Section 10A-2A-8.52; (2) order indemnification or advance
for expenses if the court determines that the director is entitled to indemnification or advance
for expenses pursuant to a provision authorized by Section 10A-2A-8.58(a); or (3) order indemnification
or advance for expenses if the court determines, in view of all the relevant circumstances,
that it is fair and reasonable (i) to indemnify the director, or (ii) to advance expenses
to the director, even if, in the case of (i)...
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27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance
Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions
mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with
regard to Non-Admitted Insurance policies with risk exposures located in multiple states,
the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and
Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
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10A-2-8.55
Section 10A-2-8.55 Determination and authorization of indemnification. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation may not indemnify a director under Section 10A-2-8.51 unless
authorized in the specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has met the standard
of conduct set forth in Section 10A-2-8.51. (b) The determination shall be made: (1) By the
board of directors by majority vote of a quorum consisting of directors not at the time parties
to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors, in which designation directors who
are parties may participate, consisting solely of two or more directors not at the time parties
to the proceeding; (3) By special legal counsel; (i) Selected by the...
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10A-1-6.24
Section 10A-1-6.24 Advancement of expenses. (a) An enterprise may pay or reimburse reasonable
expenses incurred by a governing person, former governing person, or delegate that was, is,
or is threatened to be made a respondent in a proceeding in advance of the final disposition
of the proceeding without making the determinations required under Section 10A-1-6.21(a) after
the enterprise receives: (1) written affirmation by the person of the person's good faith
belief that the person has met the standard of conduct necessary for indemnification under
this article; and (2) written undertaking by or on behalf of the person to repay the amount
paid or reimbursed if the final determination is that the person has not met that standard
or that indemnification is prohibited by Section 10A-1-6.22. (b) A provision in the governing
documents of the enterprise, a resolution of the owners, members, or governing authority,
or an agreement that requires the payment or reimbursement permitted under...
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10A-2-16.21
Section 10A-2-16.21 Other reports to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If a corporation
indemnifies or advances expenses to a director under Section 10A-2-8.51, 10A-2-8.53, or 10A-2-8.54,
or under Article 6 of Chapter 1, or under any other provision of this title, in connection
with a proceeding by or in the right of the corporation, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the notice of the
next shareholders' meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-16.21; amended and
renumbered by Act 2009-513, p. 967, §163.)...
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