§ 17-16-853 — Advance for expenses

(a) A corporation may, before final disposition of a
proceeding, advance funds to pay for or reimburse the expenses
incurred in connection with the proceeding by an individual who
is a party to a proceeding because that individual is a member
of the board of directors if he delivers to the corporation:
(i) A written affirmation of his good faith belief
that the standard of conduct described in W.S. 17-16-851 has
been met by the director or that the proceeding involves conduct
for which liability has been eliminated under a provision of the
articles of incorporation as authorized by W.S.
17-16-202(b)(iv); and
(ii) His written undertaking to repay any funds
advanced if the director is not entitled to mandatory
indemnification under W.S. 17-16-852 and it is ultimately
determined under W.S. 17-16-854 or 17-16-855 that he has not met
the standard of conduct described in W.S. 17-16-851.
(iii) Repealed By Laws 1997, ch. 190, § 3.
(b) The undertaking required by paragraph (a)(ii) of this
section shall 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:
(i) By the board of directors:
(A) If there are two (2) 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 (2) or more
qualified directors appointed by such a vote; or
(B) If there are fewer than two (2) qualified
directors, by the vote necessary for action by the board in
accordance with W.S. 17-16-824(c), in which authorization
directors who are not qualified directors may participate; or
(ii) 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.