Title 14, Chapter 2, Section 850
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the
(2) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation or who, while
a director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee,
employee, or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other
entity. A director or officer is considered to be serving an
employee benefit plan at the corporation's request if his or her
duties to the corporation also impose duties on, or otherwise
involve services by, the director or officer to the plan or to
participants in or beneficiaries of the plan. Director or officer
includes, unless the context otherwise requires, the estate or
personal representative of a director or officer.
(3) "Disinterested director" means a director who at the time of a vote referred to in subsection (c) of Code Section 14-2-853 or a vote or selection referred to in subsection (b) or (c) of Code Section 14-2-855 or subsection (a) of Code Section 14-2-856 is not:
(A) A party to the proceeding; or
(B) An individual who is a party to a proceeding having a
familial, financial, professional, or employment relationship
with the director whose indemnification or advance for expenses
is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances,
reasonably be expected to exert an influence on the director's
judgment when voting on the decision being made.
(4) "Expenses" includes counsel fees.
(5) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses
incurred with respect to a proceeding.
(6) "Official capacity" means:
(A) When used with respect to a director, the office of director
in a corporation; and
(B) When used with respect to an officer, as contemplated in Code Section 14-2-857, the office in a corporation held by the officer.
Official capacity does not include service for any other domestic
or foreign corporation or any partnership, joint venture, trust,
employee benefit plan, or other entity.
(7) "Party" means an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative and whether formal