56. Indemnification of officers. (a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract, except for liability: (A) In connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or (B) Arising out of conduct that constitutes: (i) Receipt by the officer of a financial benefit to which the officer is not entitled; (ii) An intentional infliction of harm on the corporation or the shareholders; or (iii) An intentional violation of criminal law. (b) Subsection (a)(2) of this section shall apply to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer. (c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § the officer is made a party to the proceeding is an act or omission solely as an officer. (c) An officer of a corporation who is not a director shall be entitled to mandatory indemnification under § 29-306.52, and may apply to the Superior Court under § 29-306.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.) Section References This section is referenced in § 29-306.50.
District of Columbia Legal Code