(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
(a) The director furnishes to the nonprofit corporation a written affirmation of the
director's good-faith belief that the director has met the standard of conduct described
in section 7-129-102;
(b) The director furnishes to 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 article.
(2) The undertaking required by paragraph (b) of subsection (1) of this section shall
be an unlimited general obligation of the director but need not be secured and 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 7-129-106.
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