|
director has met the relevant standard of conduct under | subsection 1; or |
|
| B. In connection with any proceeding with respect to | conduct for which the director was adjudged liable on the | basis that the director received a financial benefit to | which the director was not entitled, whether or not | involving action in the director's official capacity. |
|
| §854. Advance for expenses |
|
| | 1. Conditions. 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 because the director is a director of that corporation | if the director delivers to the corporation: |
|
| A. A written affirmation of the director's good faith | belief that the director has met the relevant standard of | conduct described in section 852, subsection 1 or that the | proceeding involves conduct for which liability has been | eliminated under a provision of the corporation's articles | of incorporation as authorized by section 202, subsection 2, | paragraph D; and |
|
| B. The director's written undertaking to repay any funds | advanced if the director is not entitled to mandatory | indemnification under section 853 and it is ultimately | determined under section 855 or 856 that the director has | not met the relevant standard of conduct described in | section 852. |
|
| | 2. Repayment obligation. The undertaking required by | subsection 1, paragraph B 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. |
|
| | 3. Authorization process. Authorizations under this section | must may be made: |
|
| A. By the corporation's board of directors: |
|
| (1) If there are 2 or more disinterested directors, by | a majority vote of all the disinterested directors, a | majority of whom for this purpose constitutes a quorum, | or by a majority of the members of a committee of 2 or | more disinterested directors appointed by a majority | vote of all the disinterested directors; or |
|
|