D.C. Code § 29-406.56: Indemnification of officers.

(a)

A nonprofit 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 or was 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:

(A)

Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or

(B)

Liability 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 members; 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 he or she 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 § 29-406.52, and may apply to a court under § 29-406.54 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.