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LOCAL GOVERNMENT CODE CHAPTER 501. PROVISIONS GOVERNING DEVELOPMENT CORPORATIONS <br />absence of provisions in the certificate of formation or the bylaws prescribing <br />the selection or terms of officers, the board of directors shall annually elect <br />or appoint officers. <br />(c) A person may hold more than one office, except that the same person <br />may not hold the offices of president and secretary. <br />Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278), Sec. 3.01, eff. April <br />1, 2009. <br />Sec. 501.066. INDEMNIFICATION. (a) In this section, "director or <br />officer" includes a former director or officer. <br />(b) Except as provided by Subsection (d), a corporation may indemnify a <br />director or officer of the corporation for necessary expenses and costs, <br />including attorney's fees, actually incurred by the director or officer in <br />connection with a claim asserted against the director or officer, by action in <br />court or another forum, by reason of the director's or officer's being or having <br /> been a director or officer of the corporation. <br />(c) Except as provided by Subsection (d), if a corporation has not fully <br />indemnified a director or officer under Subsection (b), the court in a <br />proceeding in which a claim is asserted against the director or officer or a <br />court having jurisdiction over an action brought by the director or officer on a <br /> claim for indemnity may assess indemnity against the corporation or the <br />corporation's receiver or trustee. The assessment must equal the amount that <br />the director or officer paid to satisfy the judgment or compromise the claim, <br />including attorney's fees and not including any amount paid to the corporation, <br />to the extent that: <br />(1) the amount paid was actually and necessarily incurred; and <br />(2) the court considers the amount paid reasonable and equitable. <br />(d) A corporation may not indemnify a director or officer for a matter in <br />which the director or officer is guilty of negligence or misconduct. A court <br />may assess indemnity against the corporation only if the court finds that the <br />director or officer was not guilty of negligence or misconduct in the matter for <br /> which indemnity is sought. <br />Added by Acts 2007, 80th Leg., R.S., Ch. 885 (H.B. 2278), Sec. 3.01, eff. April <br />1, 2009. <br />Sec. 501.067. INSURANCE AND BENEFITS. (a) Notwithstanding any law to the <br /> contrary and with the consent of the corporation's authorizing unit, a <br />corporation may obtain: <br />(1) health benefits coverage, liability coverage, workers' <br />http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.501.htm\[9/22/2014 3:35:01 PM\] <br /> <br />