608.4229  Indemnification of managers, managing members, officers, employees, and agents.--

(1)  Subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

(2)  Notwithstanding subsection (1), indemnification or advancement of expenses shall not be made to or on behalf of any manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following:

(a)  A violation of criminal law, unless the manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful.

(b)  A transaction from which the manager, managing member, officer, employee, or agent derived an improper personal benefit.

(c)  In the case of a manager or managing member, a circumstance under which the liability provisions of s. 608.426 are applicable.

(d)  Willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

History.--s. 38, ch. 93-284; s. 59, ch. 97-102; s. 1, ch. 99-315.