805 ILCS 105/108.75
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.75)Sec. 108.75. Indemnification of officers, directors,  employees and agents; insurance.(a) A corporation may  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 (other than an action by or  in the right of the corporation) by reason of the fact that  he or she is or was a director, officer, employee or agent  of the corporation, or who 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 such person in  connection with such action, suit or proceeding, if such  person acted in good faith and in a manner he or she  reasonably believed to be in, or not opposed to, the best  interests of the corporation, and, with respect to any  criminal action or proceeding, had no reasonable cause to  believe his or her conduct was unlawful.  The termination of  any action, suit or proceeding by judgment, order,  settlement, conviction, or upon a plea of nolo contendere or  its equivalent, shall not, of itself, create a presumption  that the person did not act in good faith and in a manner  which he or she reasonably believed to be in or not opposed  to the best interests of the corporation or, with respect to  any criminal action or proceeding, that the person had  reasonable cause to believe that his or her conduct was  unlawful.(b) A corporation may indemnify any person who was or is a  party, or is threatened to be made a party to any  threatened, pending or completed action or suit by or in the  right of the corporation to procure a judgment in its favor  by reason of the fact that such person 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) actually and  reasonably incurred by such person in connection with the  defense or settlement of such action or suit, if such person  acted in good faith and in a manner he or she reasonably  believed to be in, or not opposed to, the best interests of  the corporation, provided that no indemnification shall be  made in respect of any claim, issue or matter as to which  such person shall have been adjudged to be liable for  negligence or misconduct in the performance of his or her  duty to the corporation, unless, and only to the extent that  the court in which such action or suit was brought shall  determine upon application that, despite the adjudication of  liability, but in view of all the circumstances of the case,  such person is fairly and reasonably entitled to indemnity  for such expenses as the court shall deem proper.(c) To the extent that a present or former director, officer or  employee of a corporation has been successful, on the merits or  otherwise, in the defense of any action, suit or proceeding  referred to in subsections (a) and (b), or in defense of any  claim, issue or matter therein, such person shall be  indemnified against expenses (including attorneys' fees)  actually and reasonably incurred by such person in  connection therewith, if that person acted in good faith and in a manner he  or she reasonably believed to be in, or not opposed to, the best interests of  the corporation.(d) Any indemnification under subsections (a), (b), or (c)  (unless ordered by a court) shall be made by the corporation  only as authorized in the specific case, upon a  determination that indemnification of the present or former director,  officer,  employee or agent is proper in the circumstances because he  or she has met the applicable standard of conduct set forth  in subsections (a), (b), or (c).  Such determination shall be made  with respect to a person who is a director or officer of the corporation at the time of the  determination: (1) by the majority vote of the directors who are not parties to such action,  suit or proceeding, even though less than a quorum, (2) by a committee of such   directors, even though   less than a quorum, designated by a majority vote of such directors, (3) if there are no such directors, or if such directors  so direct, by independent legal  counsel in a written opinion, or (4) by the members entitled  to vote, if any.(e) Expenses (including attorney's fees) incurred by an officer or  director of the corporation 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  specific case, upon receipt of an undertaking by or on  behalf of such director or officer to repay  such amount, unless it shall ultimately be determined that  such person is entitled to be indemnified by the corporation  as authorized in this Section.  Such expenses (including attorney's fees) incurred by former directors and  officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid on such terms and  conditions, if any, as the corporation deems appropriate.(f) The indemnification and advancement of expenses provided by or granted under the other subsections of this Section shall not  be deemed exclusive of any other rights to which those  seeking indemnification or advancement of expenses may be entitled under any by-law,  agreement, vote of members or disinterested directors, or  otherwise, both as to action in his or her official capacity  and as to action in another capacity while holding such  office. A right to indemnification or to advancement of expenses arising under a provision of the articles  of incorporation or a by-law shall not be eliminated or impaired by an amendment to such  provision after the occurrence of the act or omission that is the subject of the civil, criminal,  administrative or investigative action, suit or proceeding for which indemnification or  advancement of expenses is sought, unless the provision in effect at the time of such act or  omission explicitly authorizes such elimination or impairment after such act or omission has  occurred.(g) A corporation may purchase and maintain insurance on  behalf of any person who is or was a director, officer,  employee or agent of the corporation, or who 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 any liability asserted against such person and  incurred by such person in any such capacity, or arising out  of his or her status as such, whether or not the corporation  would have the power to indemnify such person against such  liability under the provisions of this Section.(h) In the case of a corporation with members entitled to  vote, if a corporation indemnifies or advances  expenses under subsection (b) of this Section to a director or  officer, the corporation shall report the indemnification  or advance in writing to the members entitled to vote with  or before the notice of the next meeting of the members  entitled to vote.(i) For purposes of this Section, references to "the  corporation" shall include, in addition to the surviving  corporation, any merging corporation (including any  corporation having merged with a merging corporation)  absorbed in a merger which, if its separate existence had  continued, would have had the power and authority to  indemnify its directors, officers, employees or agents, so  that any person who was a director, officer, employee or  agent of such merging corporation, or was serving at the  request of such merging corporation as a director, officer,  employee or agent of another corporation, partnership, joint  venture, trust or other enterprise, shall stand in the same  position under the provisions of this Section with respect  to the surviving corporation as such person would have with  respect to such merging corporation if its separate  existence had continued.(j) For purposes of this Section, references to "other  enterprises" shall include employee benefit plans;  references to "fines" shall include any excise taxes  assessed on a person with respect to an employee benefit  plan; and references to "serving at the request of the  corporation" shall include any service as a director,  officer, employee or agent of the corporation which imposes  duties on, or involves services by such director, officer,  employee, or agent with respect to an employee benefit plan,  its participants, or beneficiaries.  A person who acted in  good faith and in a manner he or she reasonably believed to  be in the best interests of the participants and  beneficiaries of an employee benefit plan shall be deemed to  have acted in a manner "not opposed to the best interests of  the corporation" as referred to in this Section.(k) The indemnification and advancement of expenses provided by or granted under  this Section shall, unless otherwise provided when authorized or ratified, continue as to a person  who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the  heirs, executors and administrators of that person.(l) The changes to this Section made by this amendatory Act of the 92nd  General Assembly apply only to actions commenced on or after the  effective date of this amendatory Act of the 92nd General Assembly.  (Source: P.A. 97-881, eff. 8-2-12.)