(1) A provision treating a corporation's indemnification of, or advance for expenses
to, directors that is contained in its articles of incorporation or bylaws, in a resolution
of its shareholders or board of directors, or in a contract (except an insurance policy)
or otherwise, is valid only if and to the extent the provision is not inconsistent
with this part. If the articles of incorporation limit indemnification or advance of expenses, indemnification
and advance of expenses are valid only to the extent not inconsistent with the articles
(2) This part does not limit a corporation's power to pay or reimburse expenses incurred
by a director in connection with the director's appearance as a witness in a proceeding
at a time when the director has not been made a named defendant or respondent to the
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