47-1A-853. Advance for expenses.
A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding by reasons of being a director if the director delivers to the corporation:
(1)A written affirmation of the director's good faith belief that the director has met the relevant standard of conduct described in §47-1A-851 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by subdivision 47-1A-202.1(4); and
(2)The director's written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under §47-1A-852 and it is ultimately determined under §47-1A-854 or §47-1A-855 that the director has not met the relevant standard of conduct described in §47-1A-851.
The undertaking required by subdivision (2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
Source: SL 2005, ch 239, §175.