Jeri Fairwell is executive vice-president and treasurer of Wonder Corporation. She was named as a party in a shareholder derivative action in connection with certain activities she engaged in as a corporate officer. In the lawsuit, she was held liable for negligence in performance of her duties. Fairwell seeks indemnity from the corporation. The board of directors would like to indemnify her, but the articles of incorporation do not contain any provisions regarding indemnification of officers and directors. Indemnification
A. Is not permitted because the articles of incorporation do not so provide.
B. Is permitted only if Fairwell is found not to have been grossly negligent.
C. Cannot include attorney's fees because Fairwell was found to have been negligent.
D. May be permitted by court order although Fairwell was found to be negligent.
Answer: D. May be permitted by court order although Fairwell was found to be negligent.
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