15-3-145. ADVANCE FOR EXPENSES.

1. A corporation may pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if:
   1. The director or officer furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 143;
   2. The director or officer furnishes the corporation a written undertaking executed personally or by a surety or guarantor, to repay the advance if it is ultimately determined that he or she 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 subchapter.
2. The undertaking required by subsection (a) (2) must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to financial ability to make repayment.
3. Determinations and authorizations of payments under this section shall be made in the manner specified in section 147.