§ 1.7.5.7 ARTICLES, BYLAWS, RESOLUTIONS, CONTRACTS OR OTHERWISE.

• Jurisdiction: Arizona

§ 1.7.5.7 Articles, Bylaws, Resolutions, Contracts or Otherwise.A corporation's indemnification or advancement of expenses to directors permitted by A.R.S. § 10-851 can be established, diminished or expanded by its articles of incorporation, its bylaws, a resolution of its shareholders or Board of Directors, a contract, "or otherwise," but "only if and to the extent" the indemnification or advancement of expenses is consistent with the statutes.⁵⁵ Articles that limit indemnification or advances are expressly deemed to be valid only to that extent.⁵⁶ This means, for example, that a corporation may not enter into an agreement with a director or officer that eliminates, and would therefore be inconsistent with, the requirements of good faith conduct imposed by A.R.S. § 10-851(A).⁵⁷

Furthermore...