Minnesota Proposed Amendment to Bylaws Regarding Director and Officer Indemnification In Minnesota, there is a proposed amendment to the bylaws regarding director and officer indemnification. This amendment aims to provide enhanced protection for directors and officers of companies by expanding their rights to indemnification and limiting their potential liability. The primary objective of the proposed amendment is to safeguard directors and officers from personal liability arising from their actions or decisions made in the course of their official duties. This is crucial for attracting and retaining competent individuals to serve on corporate boards, as it reassures them that they will not bear the financial burdens resulting from potential legal actions. The proposed amendment includes a copy of the specific changes being made to the bylaws. These changes will clarify and strengthen the indemnification provisions, offering directors and officers greater protection against legal risks. Some key provisions may include: 1. Expanded Scope of Indemnification: The proposed amendment may broaden the scope of indemnification, allowing directors and officers to be indemnified not only for actions taken in their official capacity but also for actions undertaken on behalf of the company, including those related to acquisitions, mergers, or other corporate transactions. 2. Advancement of Expenses: The amendment may allow directors and officers to have their legal expenses (including attorney fees, court costs, and related expenses) advanced by the company during legal proceedings, rather than having to bear these costs on their own. 3. Indemnification for Settlements: It is possible that the amendment will provide the right to indemnification for settlements reached by directors and officers, ensuring they are protected even if no formal judgment is rendered in their favor. 4. Prohibition of Retaliation: The proposed amendment may include a provision explicitly forbidding any form of retaliation against directors and officers for seeking indemnification or asserting their rights under the bylaws. By implementing this amendment, Minnesota aims to strengthen the corporate governance framework and promote the involvement of competent directors and officers. By providing clearer and more comprehensive indemnification provisions, companies can attract top talent and create a supportive environment that encourages responsible decision-making without fear of excessive personal exposure to legal risks. It is important to note that the specific content and names of the different types of amendments may vary depending on the exact proposal being considered. However, the overarching goal remains consistent: to enhance director and officer indemnification provisions in Minnesota's bylaws, benefiting both corporations and the individuals who serve on their boards.
Minnesota Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment
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An anti-indemnity statute is a law defining how much risk can be transferred between parties in a contract and is oftentimes used in construction contracts. An anti-indemnity statute protects sub-contractors from risks they take on from a primary contractor.
Stat. 513.075, which in part provides that a contract between a man and woman living together out of wedlock is enforceable only if: (1) the contract is written and signed by the parties, and (2) enforcement is sought after termination of their relationship. Minn. Stat.
Subdivision 1. No person shall drive a vehicle on a highway at a speed greater than is reasonable and prudent under the conditions. Every driver is responsible for becoming and remaining aware of the actual and potential hazards then existing on the highway and must use due care in operating a vehicle.
Minnesota's anti-indemnity statute, first enacted in 1984, makes unenforceable indemnification agreements in construction contracts except to the extent that the underlying claim is attributable to the negligent or wrongful act of the party providing the indemnity (or that party's contractors, agent, or employees).
Minnesota first passed the Anti-indemnity Statute in 1984. The purpose of the statute was to try to make each party responsible for their own conduct. The Anti-indemnity Statute prohibited agreements in ?building and construction contracts? where one party agreed to indemnify another for the other's own fault.
317A. A nonprofit corporation's purpose and activities must serve the organization's mission to benefit the public, and may not be operated to profit other persons or entities.
(a) A provision contained in, or executed in connection with, a design professional services contract is void and unenforceable to the extent it attempts to require an indemnitor to indemnify, to hold harmless, or to defend an indemnitee from or against liability for loss or damage resulting from the negligence or ...