{"data":{"id":"us-ga/o.c.g.a.-14-3-856","jurisdiction":"us-ga","citation":"O.C.G.A. § 14-3-856","heading":"Indemnification of officers, employees, and agents.","body":"(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:\n(1) To the same extent as a director; and\n(2) If he or she is 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 arising out of conduct that constitutes:\n(A) Appropriation, in violation of his or her duties, of any business opportunity of the corporation;\n(B) Acts or omissions which involve intentional misconduct or a knowing violation of law;\n(C) The types of liability set forth in Code Section 14-3-831; or\n(D) Receipt of an improper personal benefit.\n(b) The provisions of paragraph (2) of subsection (a) of this Code section shall apply to an officer who is also a director if the sole basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.\n(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under Code Section 14-3-852, and may apply to a court under Code Section 14-3-854 for indemnification or advances for expenses, in each case to the same extent to which a director may be entitled to indemnification or advances for expenses under those provisions.\n(d) A corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.","path":["TITLE 14 Corporations, Partnerships, and Associations","CHAPTER 3 Nonprofit Corporations","Article 8 Directors and Officers","PART 5 Indemnification"],"source_url":"https://archive.org/download/gov.ga.ocga.2018/release86.2022.11/gov.ga.ocga.title.14.odt","current_through":"Release 86 (2022-11)","vintage":"Public.Resource.Org bulk O.C.G.A., Release 86 (2022-11), retrieved 2026-09-17","retrieved_at":"2026-09-17T19:34:57Z","sha256":"72e527b177315ad2e76f1a47bf8338e0e0ac554be75956dff2ae54f021cc978b","source_id":"us-ga","stale":false,"prev":"us-ga/o.c.g.a.-14-3-855","next":"us-ga/o.c.g.a.-14-3-857"},"notice":"GroundRules: Original legal text. Not legal advice."}