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Proposed amendment to Bylaws regarding director and officer...

Middlesex Massachusetts Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

Name: Middlesex Massachusetts Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment
Brand: US Legal Forms
Rating: 4.61 (325 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Middlesex

Control #:

US-CC-17-113A

Format:

Instant download

Description

This sample form, a detailed Proposed Amendment to Bylaws Re: Director and Officer Indemnifiation w/Copy of Amendment, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

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How to fill out Middlesex Massachusetts Proposed Amendment To Bylaws Regarding Director And Officer Indemnification With Copy Of Amendment?

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By Christine Mathias, Attorney. Nonprofit bylaws are a legal document that sets the rules and procedures for running the organization. As the nonprofit grows or changes, the board of directors can amend the bylaws, such as increasing the number of directors or allowing for virtual meetings.

Indemnification in the context of nonprofit bylaws generally refers to how the nonprofit will protect its directors and other agents in the event they are sued for acting in their capacity as agents of the nonprofit.

Given this flexibility, most companies allow their bylaws to be amended solely by the board without shareholder approval, although bylaws occasionally require shareholder approval for their amendment. to quickly amend the bylaws can provide critical breathing room for the board right when it needs it.

Indemnification is where the company reimburses the director or officer for the attorneys' fees and costs, and potentially judgments, incurred in connection with claims arising out of the director's or officer's service to the company.

Once the shareholders grant the directors the right to unilaterally amend the bylaws under DGCL section 109(a), the directors can go ahead and exercise that right. Under this theory the shareholders have, at least implicitly, agreed to such unilateral changes by including the granting provision in the charter.

Depending on the state in which the business is incorporated, unanimous agreement from all the shareholders may be required to change the articles of incorporation. Most states have changed this older, common law rule, and now only require a majority of shareholders to agree to change the articles of incorporation.

Modification: As opposed to indemnification and advancement rights created by the company's organizational documents, which may be amended by the board or shareholders, indemnification agreements allow the director or officer to prevent the company from unilaterally terminating or reducing the indemnitee's rights.

Generally, all shareholders and board members may vote on bylaw amendments, but this can vary from company to company. Find out if you need a simple majority, two-thirds majority or some other minimum number of votes to adopt an amendment.

A director's or officer's right to indemnification and advancement of expenses is subject to the company's ability to pay, and several legal limitations. Bankruptcy Law Limits. Claims against directors and officers more frequently occur when the company is under financial distress that leads to bankruptcy.

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Published in the U.S.A. by. New Jersey School Boards Association.The Board of Governors may create new membership categories as needed. In the inducement against both Milestone and Osser. In his Proposed Amended. Proposed for readoption, with amendments, noted herein. 57, State Contractor Business Registration Program, all as amended and supplemented. The By-Laws shall establish the rules for internal governance of the corporation.

Middlesex Massachusetts Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

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What does it mean to amend bylaws?

What is an indemnification clause in bylaws?

Do shareholders approve bylaws?

Are directors indemnified?

Can shareholders unilaterally amend bylaws?

Can shareholders amend the articles of incorporation?

What is indemnification agreement for directors and officers?

How do shareholders amend bylaws?

Do directors have the right to indemnification?

What is a director indemnification agreement?

Interesting Questions

What is the Middlesex Proposed amendment to the Bylaws regarding director and officer indemnification?

Why is this amendment being proposed?

What does 'indemnification' mean?

How does the proposed amendment change the current Bylaws?

Does the amendment only apply to directors and officers?

What benefits do directors and officers gain from this amendment?

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