{"data":{"id":"us-wv/w.-va.-code-31e-8-856","jurisdiction":"us-wv","citation":"W. Va. Code § 31E-8-856","heading":"Indemnification of officers.","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 an officer but not a director, to a further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:\n(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\n(B) Liability arising out of conduct that constitutes:\n(i) Receipt by him or her of a financial benefit to which he or she is not entitled;\n(ii) An intentional infliction of harm on the corporation or the members; or\n(iii) An intentional violation of criminal law.\n(b) The provisions of subdivision (2), subsection (a) of this section 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.\n(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section eight hundred fifty-two of this article, and may apply to a circuit court under section eight hundred fifty-four of this article 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.","path":["CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT.","ARTICLE 8. DIRECTORS AND OFFICERS."],"source_url":"https://code.wvlegislature.gov/31E-8-856/","current_through":"as of 2026-08-03; contains at least the enactments of the 2026 Regular Session","vintage":"","retrieved_at":"2026-09-06T00:28:10Z","sha256":"dbf51a55f7d64d4d97e58477f355ad7fc15fac5b5b120012d0e0a2da855097e5","source_id":"us-wv","stale":true,"prev":"us-wv/w.-va.-code-31e-8-855","next":"us-wv/w.-va.-code-31e-8-857"},"notice":"GroundRules: Original legal text. Not legal advice."}