La. Admin. Code tit. 42 § IX-907

Current through Register Vol. 50, No. 9, September 20, 2024

Section IX-907 - Indemnification and Limitation of Liability

A. Right to Indemnification. Each person who was or is a party, or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, whether the basis of such proceeding is alleged to be as a result of such person's action or failure to act, may be indemnified and held harmless by the corporation against any and all expenses, attorneys' fees, liabilities, losses, judgments, fines and amounts paid or to be paid in settlement, which amounts are, in any case, actually and reasonably incurred; provided (all the following are met) that such person :

1. must have acted in compliance with the corporation's rules of conduct, as amended from time to time, and any other rules and regulations now or hereafter adopted by the corporation;

2. must have acted in good faith;

3. must have acted in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and

4. in the case of an action or failure to act that may constitute criminal conduct, such person must not have been convicted or entered a plea of guilty, nolo contendere or similar plea with respect to such conduct.

B. Payment of Expenses in Advance. The corporation may pay, in advance of final disposition of a proceeding, a director's, officer's, employee's or agent's reasonable expenses, including attorney's fees, incurred by such person in defending any such proceeding; provided, however, that the payment of such expenses in advance of the final disposition of such proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such person, in which such person agrees to repay all amounts so advanced if it should be ultimately determined that such person is not entitled to be indemnified under this §907

C. Applicability of Rights. The ability of the board to indemnify or to grant the reimbursement or advancement of expenses pursuant hereto is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof. The rights granted hereunder shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto, and may be applied to acts or failures to act of officers, directors, employees and agents of the corporation committed or omitted during such person's tenure with the corporation despite the fact that such person no longer serves in such capacity.

D. Insurance. The corporation may maintain insurance at its expense to protect itself and any director, officer, employee or agent of the corporation against any expense, liability or loss incurred by such person in connection with his or her service to the corporation.

E. Authority of the Board. The board shall make all determinations under this §907 relating to the payment or advance of any moneys and the standard of conduct necessary therefor. However, a director shall not vote on any decision or determination relating to his or her actions, failure to act or other matter under this §907 in which the director has an interest (all directors not so disqualified are hereinafter "disinterested Directors"). If any person or persons are disqualified from voting hereunder, the quorum and voting requirements hereunder shall be based on the number of persons not disqualified from voting on such issues. The board may make the payment or advancement of any amounts hereunder subject to such terms and conditions as they deem appropriate.

F. Limitation of Liability. No director, officer, employee or agent of the corporation shall be personally liable to the corporation or otherwise for monetary damages for breach of fiduciary duty as a director, officer or employee, except for liability resulting from any of the following:

1. for breach of the director's, officer's, employee's or agent's duty of loyalty to the corporation;

2. for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

3. for any transaction from which the director, officer, employee or agent derived an improper personal benefit; or

4. for any action or failure to act that violates the rules of conduct of the corporation, as amended from time to time, and any other rules and regulations now or hereafter adopted by the corporation. the determination of whether a person has met the applicable standards of conduct under this §907. F shall be made by a vote of disinterested directors.

La. Admin. Code tit. 42, § IX-907

Promulgated by the Louisiana Economic Development and Gaming Corporation, LR 19:1012 (August 1993).

AUTHORITY NOTE: Promulgated in accordance with R.S. 4:601 et seq.