                                 CODE OF VIRGINIA

APPLICATION OF ARTICLE (§ 13.1-883)

A. Unless the articles of incorporation or bylaws expressly provide otherwise,
any authorization of indemnification in the articles of incorporation or bylaws
shall not be deemed to prevent the corporation from providing the indemnity
permitted or mandated by this article. A corporation, by a provision in its
articles of incorporation or bylaws or in a resolution adopted or contract
approved by its board of directors or members, may obligate itself in advance of
the act or omission giving rise to a proceeding to provide indemnification in
accordance with &#xA7; 13.1-876 and advance funds to pay for or reimburse
expenses in accordance with &#xA7; 13.1-878. Any such obligatory provision shall
be deemed to satisfy the requirements for authorization referred to in
subsection C of &#xA7; 13.1-878 and subsection C of &#xA7; 13.1-880.

B. Any corporation shall have power to make any further indemnity, including
indemnity with respect to a proceeding by or in the right of the corporation,
and to make additional provision for advances and reimbursement of expenses, to
any director or officer that may be authorized by the articles of incorporation
or any bylaw made by the members or any resolution adopted, before or after the
event, by the members, except an indemnity against (i) such person&#8217;s
willful misconduct, or (ii) a knowing violation of the criminal law. Any such
provision that obligates the corporation to provide indemnification to the
fullest extent permitted by law shall be deemed, unless the articles of
incorporation or any such bylaw or resolution expressly provides otherwise, also
to obligate the corporation to advance funds to pay for or reimburse expenses to
the fullest extent permitted by law in accordance with &#xA7; 13.1-878 except
that the applicable standard shall be conduct that does not constitute willful
misconduct or a knowing violation of criminal law, rather than the standard of
conduct prescribed in &#xA7; 13.1-876. Unless the articles of incorporation, or
any such bylaw or resolution expressly provides otherwise, any determination as
to the right to any further indemnity shall be made in accordance with
subsection B of &#xA7; 13.1-880. Each such indemnity may continue as to a person
who has ceased to have the capacity referred to above and may inure to the
benefit of the heirs, executors and administrators of such a person.

C. The provisions of this article and Article 8 (&#xA7; 13.1-853 et seq.) of
this Act shall apply to the same extent to any cooperative organized under the
Code of Virginia.

D. No right provided to any person pursuant to this section may be reduced or
eliminated by any amendment of the articles of incorporation or bylaws with
respect to any act or omission occurring before such amendment.

E. This article does not limit a corporation&#8217;s power to pay or reimburse
expenses incurred by a director or an officer in connection with his appearance
as a witness in a proceeding at a time when he is not a party.

F. This article does not limit a corporation&#8217;s power to indemnify, advance
expenses to, or provide or maintain insurance on behalf of an employee or agent
who is not a director or officer.

HISTORY: Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;
1985, c. 522; 1987, cc. 59, 257; 1988, c. 561; 2007, c. 925; 2010, c. 171.