47-1A-850. Subpart definitions. Terms used in §§ 47-1A-850 to 47-1A-859, inclusive, mean:

(1) "Corporation," includes any domestic or foreign predecessor entity of a corporation in a merger;

(2) "Director" or "officer," 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 any 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. The term, director or officer, includes, unless the context requires otherwise, the estate or personal representative of a director or officer;

(3) "Disinterested director," a director who, at the time of a vote referred to in § 47-1A-853.1 or a vote or selection referred to in § 47-1A-856, is not a party to the proceeding, or an individual 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, 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," 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," when used with respect to a director, the office of director in a corporation; and when used with respect to an officer, as contemplated in § 47-1A-856, 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," an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding;

(8) "Proceeding," any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.Source: SL 2005, ch 239, § 171.