MRS Title 13-B, Chapter 7. DIRECTORS AND OFFICERS
Chapter 7. DIRECTORS AND OFFICERS
[PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C15 (NEW). PL 2001, c. 550, §C29 (AFF). PL 2007, c. 624, §1 (AMD).
§714. Indemnification of officers, directors, employees and agents; insurance
1. Power to indemnify. A corporation shall have power to indemnify, or if so provided in the
bylaws shall in all cases indemnify, any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding; provided that no
indemnification shall be provided for any person with respect to any matter as to which he shall have
been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order or conviction adverse to such person,
or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that
such person did not act in good faith in the reasonable belief that his action was in the best interests of
the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
[PL 1977, c. 525, §13 (NEW).]
2. Indemnity against expenses. Any provision of subsections 1 or 3 to the contrary
notwithstanding, to the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or proceeding referred to in
subsection 1, or in defense of any claim, issue or matter therein, he shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.
The right to indemnification granted by this subsection may be enforced by a separate action against
the corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding
wherein he was successful on the merits or otherwise.
[PL 1977, c. 525, §13 (NEW).]
3. Indemnity made by corporation. Any indemnification under subsection 1, unless ordered by
a court or required by the bylaws, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set forth in subsection 1. Such
determination shall be made by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable,
or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion. Such a determination, once made by the board of directors may not be revoked by
the board of directors, and upon the making of such determination by the board of directors, the director,
officer, employee or agent may enforce the indemnification against the corporation by a separate action
notwithstanding any attempted or actual subsequent action by the board of directors.
[PL 1981, c. 470, Pt. A, §31 (AMD).]
4. Expenses incurred in civil or criminal action. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the board of directors in the manner provided in
subsection 3 upon receipt of an undertaking by or on behalf of the director, officer, employee or agent