What is the purpose of an indemnification agreement?

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

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Proposed amendment to Bylaws regarding director and officer...

Wayne Michigan Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

Name: Wayne Michigan 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:

Wayne

Control #:

US-CC-17-113A

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Instant download

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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 Wayne Michigan Proposed Amendment To Bylaws Regarding Director And Officer Indemnification With Copy Of Amendment?

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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.

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.

By statute, Delaware has established a minimum standard of conduct that, if met by a director or officer, permits a corporation to indemnify such director or officer pursuant to a charter or bylaw provision, an indemnification agreement with such D&O, or a resolution of the board or stockholders.

An indemnity agreement is a contract that protect one party of a transaction from the risks or liabilities created by the other party of the transaction. Hold harmless agreement, no-fault agreement, release of liability, or waiver of liability are other terms for an indemnity agreement.200c

Why do I need an indemnity clause? Indemnity clauses are used to manage the risks associated with a contract, because they enable one party to be protected against the liability arising from the actions of another party.

Indemnification. Indemnification is an undertaking by the company to defend the director and officer against the cost of certain claims, including legal fees, litigation awards and settlement costs.

In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

In contrast, Delaware law does not allow corporations to indemnify directors and officers if they are found to have acted in bad faith. Thus, Delaware courts have stated that the boundaries for indemnification are 'success' and 'bad faith.

What does "Corporate Indemnification" mean? Generally, indemnification refers to a situation in which one party (the indemnifying party) agrees or is required to cover the costs, losses and/or expenses experienced by another party (the indemnified party).

Under Section 145(c) of the Delaware General Corporation Law (DGCL), Delaware corporations are required, in certain circumstances, to indemnify directors and officers of the corporation for costs incurred in connection with litigation and other proceedings arising from the official's corporate role, including attorneys

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Several changes are made in the procedures and authority for the board of directors to make amendments to the bylaws without shareholder approval. The removal shall be voted upon at the next regular or special meeting of the members.Amendment or report filed for the purpose of updating such description. Federal credit unions may adopt amendments to their bylaws as provided in the Bylaws, with the approval of the Board. In addition, the. Pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the. Ridgewood Hills Subdivision No. 2 and First Amendment to Declaration of. The. Corporation accepted the Indiana Not-For-Profit Act of 1971 (the "1971 Act") on December 16,. 1988. Inquiry into Class Action Proceedings and ThirdParty Litigation Funders. LGAWCS Scheme Rules have been amended and were placed in the Government Gazette on 2 July. 2020.

Wayne Michigan Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment

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FAQ

What is a director indemnification agreement?

What is an indemnification clause in bylaws?

Can officers and directors be indemnified by a corporation formed in the state of Delaware?

What is indemnification agreement?

Why is indemnity clause required?

What is indemnification agreement for directors and officers?

What is the purpose of an indemnification agreement?

What are the limits of indemnification of corporate officers and directors under Delaware law?

What is a corporate indemnification agreement?

Does Dgcl require indemnification?

Interesting Questions

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

Why is this amendment necessary?

Who will benefit from this amendment?

What does 'indemnification' mean?

How does the proposed amendment protect directors and officers?

What changes will be made to the current indemnification process?

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