Indiana § 23-17-16-12 - Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors
Full text of Indiana Indiana Code § 23-17-16-12 — Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors, with citation guidance and answers to common questions.
§ 23-17-16-12. Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors
Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter 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 8 of this chapter.
(b) The determination shall be made by one (1) of the following procedures:
(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 designated by the board of directors consisting solely of at least two (2) directors not at the time parties to the proceeding. Directors who are parties may participate in the designation.
(3) By special legal counsel:
(A) selected by the board of directors or a committee of the board of directors in the manner prescribed in subdivision (1) or (2); or
(B) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors. Directors who are parties may participate in the selection.
(4) By the members. However, memberships voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination is made by special legal counsel, authorization of indemnification and evaluation as to the reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
As added by P.L.179-1991, SEC.1.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-17-16-12
What does Indiana Code § 23-17-16-12 cover?
Section 23-17-16-12 ("Authorization of indemnification; evaluation as to reasonableness of expenses; procedures of board of directors") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 23-17-16-12?
A common citation format is "Indiana Code § 23-17-16-12" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-17-16-12 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.