1. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following:

   1. (1) A corporation's articles of incorporation or bylaws.
   2. (2) A resolution of the board of directors or of the members.
   3. (3) Any other authorization, whenever adopted after notice, by a majority vote of all the voting members of the corporation.

2. (b) If:

   1. (1) articles of incorporation;
   2. (2) bylaws;
   3. (3) resolutions of the board of directors or of the members; or

   4. (4) other duly adopted authorization of indemnification or advance for expenses;

      limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation, bylaws, or resolution of the board of directors or of the members, or other duly adopted authorization of indemnification or advance for expenses.

3. (c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, an officer, an employee, or an agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant respondent to the proceeding.

As added by P.L.179-1991, SEC.1.