Utah Revised Nonprofit Corporation Act
Utah Code Title 16, Chapter 6a
Click here for the current Nonprofit Corporation Act.
The below is not updated with new changes to the law after 2018!
16-6a-905. Court-ordered
indemnification of directors.
(1) Unless a nonprofit corporation's articles of incorporation provide
otherwise, a director of the nonprofit corporation who is or was a party to a
proceeding may apply for indemnification to:
(a) the court conducting the proceeding; or
(b) another court of competent jurisdiction.
(2) On receipt of an application described in Subsection
(1), the court, after giving any notice the court considers necessary, may
order indemnification in the following manner:
(a) if the court determines that the director is
entitled to mandatory indemnification under Section 16-6a-903,
the court shall:
(i) order
indemnification; and
(ii) order
the nonprofit corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification; and
(b) if the court determines that the director is
fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the applicable standard of
conduct set forth in Section 16-6a-902 or
was adjudged liable as described in Subsection 16-6a-902(4),
the court may order indemnification as the court determines to be proper,
except that the indemnification with respect to any proceeding in which
liability has been adjudged in the circumstances described in Subsection 16-6a-902(4)
is limited to reasonable expenses incurred.