{"data":{"id":"us-ma/mass.-gen.-laws-ch.-156d-8.56","jurisdiction":"us-ma","citation":"Mass. Gen. Laws ch. 156D, § 8.56","heading":"Officers","body":"Section 8.56. OFFICERS\n(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation.\n(1) to the same extent as a director; and\n(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.\n(b) Clause (2) of subsection (a) shall apply to an officer who is also a director if the basis on which he 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 section 8.52, and may apply to a court under section 8.54 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 under those provisions.","path":["Part I","Title XXII","Chapter 156D"],"source_url":"https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section8.56","current_through":"amendments passed before May 31, 2026","vintage":"","retrieved_at":"2026-09-17T05:23:41Z","sha256":"7c468b49cb7560c417fd6cb476aa2f8d57e2eb8390f703b237cf32b7e1910b7b","source_id":"us-ma","stale":false,"prev":"us-ma/mass.-gen.-laws-ch.-156d-8.55","next":"us-ma/mass.-gen.-laws-ch.-156d-8.57"},"notice":"GroundRules: Original legal text. Not legal advice."}