TITLE 30

CORPORATIONS

CHAPTER 29

GENERAL BUSINESS CORPORATIONS

PART 8

DIRECTORS AND OFFICERS

30-29-853.  advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under section 30-29-852, Idaho Code; and it is ultimately determined under section 30-29-854 or 30-29-855, Idaho Code, that the director is not entitled to indemnification.

(b)  The undertaking required by 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:

(i)   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 purposes constitute a quorum, or by a majority of the members of a committee consisting solely of two (2) or more qualified directors appointed by such a vote; or

(ii)  If there are fewer than two (2) qualified directors, by the vote necessary for action by the board of directors in accordance with section 30-29-824(c), Idaho Code, in which authorization directors who are 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.

History:

[30-29-853, added 2015, ch. 243, sec. 63, p. 936; am. 2019, ch. 90, sec. 101, p. 282.]