Montana § 35-14-856 - Indemnification Of Officers

§ 35-14-856. Indemnification Of Officers

Indemnification of officers. (1) A corporation may indemnify and advance expenses under 35-14-850 through 35-14-859 to an officer who is a party to a proceeding because the person is an officer: (a) to the same extent as a director; and (b) if the person is an officer but not a director, to any further extent provided by the articles of incorporation or the bylaws or by a resolution adopted or a contract approved by the board of directors or shareholders, 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 the officer is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; or (C) an intentional violation of criminal law. (2) Subsection (1)(b) applies to an officer who is also a director if the officer is made a party to the proceeding based on an act or omission solely as an officer. (3) An officer who is not a director is entitled to mandatory indemnification under 35-14-852 and may apply to a court under 35-14-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.