Section 10A-1-6.25

Section 10A-1-6.25Indemnification and advancement of expenses to persons other than governing persons.

(a) Notwithstanding any other provision of this chapter but subject to subsection (d) and to the extent consistent with other law, an enterprise may indemnify and advance expenses to a person who is not a governing person, including an officer, employee, agent, or delegate, as provided by:



(1) the enterprise's governing documents;



(2) general or specific action of the enterprise's governing authority;



(3) resolution of the enterprise's owners or members;



(4) contract; or



(5) common law.



(b) An enterprise shall indemnify and advance expenses to an officer to the same extent that indemnification or advancement of expenses is required under this chapter for a governing person.



(c) A person described by subsection (a) may seek indemnification or advancement of expenses from an enterprise to the same extent that a governing person may seek indemnification or advancement of expenses under this chapter.



(d) The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this section. The written partnership agreement of a limited partnership may restrict the circumstances in the same manner as the certificate of formation of the limited partnership.

(Act 2009-513, p. 967, §52.)