HARRY HUGHES, Governor

2755

BY adding to

Article - Corporations and Associations

Section 2-418

Annotated Code of Maryland

(1975 Volume and 1980 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That section(s) of the Annotated Code of Maryland
be repealed, amended, or enacted to read as follows:

Article - Corporations and Associations

[2-418.

(a)  (1) In this section the following words have the
meanings indicated.

(2)  "Corporate representative" means an
individual:

(i) Who is a present or former director,
officer, agent, or employee of a Maryland corporation or who
serves or served another corporation, partnership, joint
venture, trust, or other enterprise in one of these
capacities at the request of the Maryland corporation; and

(ii) Who by reason of his position was,
is, or is threatened to be made a party to a proceeding.

(3)  "Corporation" includes any constituent
corporation absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the
power to indemnify a corporate representative.

(4)  "Proceeding" includes any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative.

(b) (1) With respect to any proceeding against a
corporate representative, except a proceeding brought by or
on behalf of the corporation, the corporation may indemnify
the corporate representative against expenses, including
attorneys' fees, and judgments, fines, and amounts paid in
settlement actually and reasonably incurred by the corporate
representative in connection with the proceeding, if:

(i) He acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the corporation; and

(ii) With respect to any criminal
proceeding, he had no reasonable cause to believe his
conduct was unlawful.