1(1) 2A 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 or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if:
70(a) 71The director or officer is not entitled to mandatory indemnification under s. 83607.0852; 84and
85(b) 86It is ultimately determined under s. 92607.085493or s. 95607.085596that the director or officer has not met the relevant standard of conduct described in s. 112607.0851113or the director or officer is not entitled to indemnification under s. 125607.0859126.
127(2) 128The undertaking required by paragraph (1)(b) must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to the financial ability of the director or officer to make repayment.
168(3) 169Authorizations under this section must be made:
176(a) 177By the board of directors:
1821. 183If there are two or more qualified directors, by a majority vote of all of the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee appointed by such vote and comprised of two or more qualified directors; or
2352. 236If there are fewer than two qualified directors, by the vote necessary for action by the board of directors under s. 257607.0824(3), 258in which authorization vote directors who are not qualified directors may participate; or
271(b) 272By the shareholders, but shares owned by or voted under the control of a director or officer who at the time of the authorization is not a qualified director or is an officer who is a party to the proceeding may not be counted as a vote in favor of the authorization.
