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Approval of Indemnification Agreements with article amendment and...

Sacramento California Approval of Indemnification Agreements with article amendment and amendment to bylaws

Name: Sacramento California Approval of Indemnification Agreements with article amendment and amendment to bylaws
Brand: US Legal Forms
Rating: 4.84 (262 reviews)

Category:

Corporations - Public - Indemnification

State:

Multi-State

County:

Sacramento

Control #:

US-CC-17-195C

Format:

Instant download

Description

This is a multi-state form covering the subject matter of the title.

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Indemnity Clause Defined Indemnity clauses, also known as indemnification clauses, require one party to reimburse the other for recoverable damages from third-party claims. The indemnifying party is demanding payment. The indemnified party is required to pay.

Example 1: Here is an example of a simple indemnity clause in a contract: "I hereby release, acquit and discharge company and its agents and employees from any liability arising from any circumstance including the negligence of company or its employees.

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.

Any UK company can now indemnify any of its directors, and any director of a company in the same group, against damages, costs and interest awarded against him in civil proceedings brought by a third party, and against legal and other costs incurred in defending both civil and criminal proceedings if and when the

For instance, under section 124 of the Canada Business Corporations Act (CBCA), corporations are allowed (but are not required) to indemnify directors and officers for expenses related to any legal costs resulting from their association with the corporation.

That it is non-exclusive (i.e., that indemnification and advancement of expenses under provisions in the company's articles of incorporation and bylaws is also available).

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.

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

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.

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.

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The Institute's work in the land use area is known as the Community Land Use Project. The corporation's articles of incorporation and bylaws should be included in the initial filing.Text of the CFA Bylaws. Items should fill out a Comment Card and give it to the Board President. Amended or supplemented from time to time. n. "Subbasin" shall mean the Yolo Subbasin of the Sacramento Valley. (a) Section Administrative Bylaws. Each Section may propose its own Administrative Bylaws, including amendments thereto. CMP Bylaws. California Special Districts Association.

Sacramento California Approval of Indemnification Agreements with article amendment and amendment to bylaws

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How to fill out Sacramento California Approval Of Indemnification Agreements With Article Amendment And Amendment To Bylaws?

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FAQ

What is the meaning of indemnity clause?

How do you write an indemnification clause?

Why is indemnity clause required?

Can a UK company indemnify its directors?

In which situation can a corporation legally indemnify a director in Canada?

Can a corporation's articles of incorporation provide for the indemnification of directors legal expenses?

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

Does Dgcl require indemnification?

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

What is an indemnification clause in bylaws?

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