Sec. 33-773. Advance for expenses.
Sec. 33-773. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers
to the corporation:
(1) A written affirmation of the director's good faith belief that the relevant standard
of conduct described in section 33-771 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 33-636; and
(2) A written undertaking to repay any funds advanced if the director is not entitled
to mandatory indemnification under section 33-772 and it is ultimately determined under
section 33-774 or 33-775 that the director has not met the relevant standard of conduct
described in section 33-771.
(b) The undertaking required by subdivision (2) of subsection (a) of this section
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.
(c) Authorizations under this section shall be made:
(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 33-752, in which authorization directors who are not qualified directors
may participate; or
(2) By the shareholders, but shares owned by or voted under the control of a director
who at the time is not a qualified director may not be voted on the authorization.
(P.A. 94-186, S. 110, 215; P.A. 97-246, S. 15, 99; P.A. 98-137, S. 8, 62; 98-219, S. 33, 34; P.A. 06-68, S. 7.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec.
(a) to revise the documentation required in order to permit the corporation to advance funds and delete the requirement of
a prior determination that the facts then known would not preclude indemnification and amending Subsec. (c) to replace
provision that required authorizations of payments to be made in the manner specified in Sec. 33-775 with provision
specifying the procedure for authorizations to be made by the board of directors and by the shareholders, effective June
27, 1997; P.A. 98-137 amended Subsec. (a)(1) to replace "conduct for which liability has been eliminated" with "conduct
for which liability has been limited", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without
affecting this section; P.A. 06-68 amended Subsec. (a) by replacing provisions re director with provisions re individual
who is a member of the board of directors, adding provision re expenses incurred in connection with the proceeding and
making technical changes, and amended Subsec. (c) by replacing references to "disinterested directors" with references
to "qualified directors", adding reference to Sec. 33-752(c) and making technical changes.