1. (1) A nonprofit 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. (a) the director furnishes the nonprofit corporation a written affirmation of the director's good faith belief that the director has met the applicable standard of conduct described in Section 16-6a-902;
   2. (b) the director furnishes the nonprofit 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. (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part.

2. (2) The undertaking required by Subsection (1)(b):

   1. (a) shall be an unlimited general obligation of the director;
   2. (b) need not be secured; and
   3. (c) may be accepted without reference to financial ability to make repayment.
3. (3) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 16-6a-906.

Enacted by Chapter 300, 2000 General Session