Advance of expenses for directors.

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  • (1) A nonprofit corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
    • (a) the director furnishes the nonprofit corporation a written affirmation of the director's good faith belief that the director has met the applicable standard of conduct described in Section 16-6a-902;
    • (b) the director furnishes the nonprofit corporation a written undertaking, executed personally or on the director's behalf, to repay the advance, if it is ultimately determined that the director did not meet the standard of conduct; and
    • (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
  • (2) The undertaking required by Subsection (1)(b):
    • (a) shall be an unlimited general obligation of the director;
    • (b) need not be secured; and
    • (c) may be accepted without reference to financial ability to make repayment.
  • (3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 16-6a-906.




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