(1) A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if:
(a) The director delivers to the corporation a written affirmation of the director's good faith belief that:
The director has met the relevant standard of conduct described in section 7-109-102;or
The proceeding involves conduct for which liability has been eliminated under aprovision in the articles of incorporation as authorized by section 7-102-102 (2)(d); and
(b) The director delivers to the corporation a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under section 7-109-103 and it is ultimately determined under section 7-109-105 or 7-109-106 that the director has not met the relevant standard of conduct described in section 7-109-102.
The undertaking required by subsection (1)(b) of this section is an unlimited generalobligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
Authorizations of payments under this section shall be made in the manner specifiedin section 7-109-106.
Source: L. 93: Entire article added, p. 791, § 1, effective July 1, 1994. L. 2004: (1) amended, p. 1501, § 267, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1938, § 40, effective July 1, 2020.