Connecticut General Statutes Title 33. Corporations § 33-1119. Advance for expenses

(1) A written affirmation of the director's good faith belief that the relevant standard of conduct described in section 33-1117 has been met by the director or that the proceeding involves conduct for which liability has been limited under a provision of the certificate of incorporation as authorized by subdivision (4) of subsection (b) of section 33-1026; and

(2) A written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under section 33-1118 and it is ultimately determined under section 33-1120 or 33-1121 that the director has not met the relevant standard of conduct described in section 33-1117.

(1) By the board of directors: (A) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote; or (B) if there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with subsection (c) of section 33-1100, in which authorization directors who are not qualified directors may participate; or

(2) By the members, but a member who is also a director who at the time is not a qualified director may not vote on the authorization.