{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-880.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-880.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-880.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-880.html"}],"law_id":78320,"edition_id":1,"section_id":78320,"structure_id":14482,"section_number":"13.1-880","catch_line":"Determination and authorization of indemnification","history":"Code 1950, \u00a7 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nA corporation may not indemnify a director under § 13.1-876 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in § 13.1-876.B\n\nThe determination shall be made:1\n\nIf there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;2\n\nBy special legal counsel:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1 of this subsection; or\n\t\t\t\tb. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or3\n\nBy the members, but membership interests under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.C\n\nAuthorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subdivision B 2 to select counsel.","order_by":null,"text":{"0":{"id":280729,"text":"A corporation may not indemnify a director under § 13.1-876 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in § 13.1-876.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":280730,"text":"The determination shall be made:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":280731,"text":"If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":280732,"text":"By special legal counsel:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1 of this subsection; or\n\t\t\t\tb. If there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":280733,"text":"By the members, but membership interests under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":280734,"text":"Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subdivision B 2 to select counsel.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3"}},"ancestry":[{"id":14482,"edition_id":1,"name":"Indemnification","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:48:17","date_modified":"2026-06-26 03:48:17","permalink":{"id":148235,"object_type":"structure","relational_id":14482,"identifier":"9","token":"13.1\/10\/9","url":"\/13.1\/10\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56361,"structure_id":14482,"section_number":"13.1-875","catch_line":"Definitions","url":"\/13.1-875\/","token":"13.1\/10\/9\/13.1-875","metadata":false},{"id":81318,"structure_id":14482,"section_number":"13.1-876","catch_line":"Authority to indemnify","url":"\/13.1-876\/","token":"13.1\/10\/9\/13.1-876","metadata":false},{"id":74253,"structure_id":14482,"section_number":"13.1-877","catch_line":"Mandatory indemnification","url":"\/13.1-877\/","token":"13.1\/10\/9\/13.1-877","metadata":false},{"id":68983,"structure_id":14482,"section_number":"13.1-878","catch_line":"Advance for expenses","url":"\/13.1-878\/","token":"13.1\/10\/9\/13.1-878","metadata":false},{"id":59957,"structure_id":14482,"section_number":"13.1-879","catch_line":"Repealed","url":"\/13.1-879\/","token":"13.1\/10\/9\/13.1-879","metadata":false},{"id":85348,"structure_id":14482,"section_number":"13.1-879.1","catch_line":"Court orders for advances, reimbursement or indemnification","url":"\/13.1-879.1\/","token":"13.1\/10\/9\/13.1-879.1","metadata":false},{"id":78320,"structure_id":14482,"section_number":"13.1-880","catch_line":"Determination and authorization of indemnification","url":"\/13.1-880\/","token":"13.1\/10\/9\/13.1-880","metadata":false},{"id":72562,"structure_id":14482,"section_number":"13.1-881","catch_line":"Indemnification of officers","url":"\/13.1-881\/","token":"13.1\/10\/9\/13.1-881","metadata":false},{"id":55875,"structure_id":14482,"section_number":"13.1-882","catch_line":"Insurance","url":"\/13.1-882\/","token":"13.1\/10\/9\/13.1-882","metadata":false},{"id":59006,"structure_id":14482,"section_number":"13.1-883","catch_line":"Application of article","url":"\/13.1-883\/","token":"13.1\/10\/9\/13.1-883","metadata":false}],"previous_section":{"id":85348,"structure_id":14482,"section_number":"13.1-879.1","catch_line":"Court orders for advances, reimbursement or indemnification","url":"\/13.1-879.1\/","token":"13.1\/10\/9\/13.1-879.1","metadata":false},"next_section":{"id":72562,"structure_id":14482,"section_number":"13.1-881","catch_line":"Indemnification of officers","url":"\/13.1-881\/","token":"13.1\/10\/9\/13.1-881","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-880\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1968, chapter 689; in 1975, chapter 500; in 1981, chapter 57; in 1985, chapter 522; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":68983,"section_number":"13.1-878","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-878\/"},{"id":59006,"section_number":"13.1-883","catch_line":"Application of article","order_by":null,"url":"\/13.1-883\/"}],"refers_to":[{"id":81318,"section_number":"13.1-876","catch_line":"Authority to indemnify","order_by":null,"url":"\/13.1-876\/"}],"permalink":{"id":148261,"object_type":"law","relational_id":78320,"identifier":"13.1-880","token":"13.1\/10\/9\/13.1-880","url":"\/13.1-880\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-880\/","token":"13.1\/10\/9\/13.1-880","dublin_core":{"Title":"Determination and authorization of indemnification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-880","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may not indemnify a director<\/span> under § 13.1-876<\/a> unless authorized in the specific case after a determination has been made that indemnification of the director<\/span> is permissible because he has met the relevant standard of conduct set forth in § 13.1-876<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The determination shall be made: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If there are two or more disinterested directors<\/span>, by the board of directors<\/span> by a majority vote of all the disinterested directors<\/span>, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members<\/span> of a committee of two or more disinterested directors<\/span> appointed by such a vote; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> By special legal counsel<\/span>:\n\t\t\t\ta. Selected in the manner prescribed in subdivision 1 of this subsection; or\n\t\t\t\tb. If there are fewer than two disinterested directors<\/span>, selected by the board of directors<\/span>, in which selection directors who do not qualify as disinterested directors<\/span> may participate; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> By the members<\/span>, but membership interests<\/span> under the control of a director who at the time does not qualify as a disinterested director<\/span> may not be voted on the determination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors<\/span> or if the determination is made by special legal counsel<\/span>, authorization of indemnification shall be made by those entitled under subdivision B 2 to select counsel<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDETERMINATION AND AUTHORIZATION OF INDEMNIFICATION (\u00a7 13.1-880)\n\nA. A corporation may not indemnify a director under § 13.1-876 unless\nauthorized in the specific case after a determination has been made that\nindemnification of the director is permissible because he has met the relevant\nstandard of conduct set forth in § 13.1-876.\n\nB. The determination shall be made:\n\n 1. If there are two or more disinterested directors, by the board of directors\n by a majority vote of all the disinterested directors, a majority of whom\n shall for such purpose constitute a quorum, or by a majority of the members of\n a committee of two or more disinterested directors appointed by such a vote;\n\n 2. By special legal counsel:\n \t\t\t\ta. Selected in the manner prescribed in subdivision 1 of this subsection;\n or\n \t\t\t\tb. If there are fewer than two disinterested directors, selected by the\n board of directors, in which selection directors who do not qualify as\n disinterested directors may participate; or\n\n 3. By the members, but membership interests under the control of a director\n who at the time does not qualify as a disinterested director may not be voted\n on the determination.\n\nC. Authorization of indemnification shall be made in the same manner as the\ndetermination that indemnification is permissible, except that if there are\nfewer than two disinterested directors or if the determination is made by\nspecial legal counsel, authorization of indemnification shall be made by those\nentitled under subdivision B 2 to select counsel.\n\nHISTORY: Code 1950, \u00a7 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;\n1985, c. 522; 2007, c. 925.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}