(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
(3) The bylaws may contain a provision permitting or requiring indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for: Receipt of a financial benefit to which the director is not entitled;
(4) An intentional infliction of harm;
(5) A violation of § 48-58-302 (unlawful distribution); or
(6) An intentional violation of criminal law; and
(7) For purposes of this subsection (c): “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including excise tax assessed with respect to an employee benefit plan, as reasonable expenses incurred with respect to a proceeding; and
(8) “Proceeding” includes a threatened, pending or completed proceeding.
(9) The liability of a director of a nonprofit corporation that is not a public benefit corporation may be eliminated or limited by a provision of the bylaws that a director shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for: The amount of a financial benefit received by the director to which the director is not entitled;
(10) An intentional infliction of harm;
(11) A violation of § 48-58-302; or
(12) An intentional violation of criminal law.