§ 23-1-37-10 — Reimbursement of expenses in advance of final disposition

Indiana § 23-1-37-10

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 37: Indemnification of Directors, Officers, Employees, and

Text

(a) A 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 proceeding if:
(1) the director furnishes the corporation a written affirmation of
the director's good faith belief that the director has met the
standard of conduct described in section 8 of this chapter;
(2) the director furnishes the 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
(3) a determination is made that the facts then known to those
making the determination would not preclude indemnification
under this chapter.
(b) The undertaking required by subsection (a)(2) must 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.
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in section 12 of this
chapter.

Legislative History

As added by P.L.149-1986, SEC.21.