[§414-244]  Advance for expenses.  (a) A corporation, before final disposition of a proceeding, may advance funds topay for or reimburse the reasonable expenses incurred by a director who is aparty to a proceeding because the director is a director if the directordelivers to the corporation:

(1)  A written affirmation of the director's goodfaith belief that the director has met the relevant standard of conductdescribed in section 414-242 or that the proceeding involves conduct for whichliability has been eliminated under a provision of the articles ofincorporation as authorized by section 414-32(b)(4); and

(2)  The director's written undertaking to repay anyfunds advanced if the director is not entitled to mandatory indemnificationunder section 414-243 and it is ultimately determined under section 414-245 or414-246 that the director has not met the relevant standard of conductdescribed in section 414-242.

(b)  The undertaking required by subsection(a)(2) must be an unlimited general obligation of the director but need not besecured and may be accepted without reference to the financial ability of thedirector to make repayment.

(c)  Authorizations under this section shall bemade:

(1)  By the board of directors:

(A)  If there are two or more disinteresteddirectors, by a majority vote of all the disinterested directors (a majority ofwhom for this purpose, shall constitute a quorum) or by a majority of themembers of a committee of two or more disinterested directors appointed by sucha vote; or

(B)  If there are fewer than two disinteresteddirectors, by the vote necessary for action by the board in accordance withsection 414-215(c), in which authorization directors who do not qualify asdisinterested directors may participate; or

(2)  By the shareholders, but shares owned by or votedunder the control of a director who at the time does not qualify as adisinterested director may not be voted on the authorization. [L 2000, c 244,pt of §1]