21-20,105 Indemnification; expenses. - Nebraska Statutes

21-20,105. Indemnification; expenses.(1) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he or she is a director if he or she delivers to the corporation:(a) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in section 21-20,103 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by subdivision (2)(d) of section 21-2018; and(b) His or her written undertaking to repay any funds advanced if he or she is not entitled to mandatory indemnification under section 21-20,104 and it is ultimately determined under section 21-20,106 or 21-20,107 that he or she has not met the relevant standard of conduct described in section 21-20,103.(2) The undertaking required by subdivision (1)(b) of this section shall be an unlimited general obligation of the director but shall not be required to be secured and may be accepted without reference to the financial ability of the director to make repayment.(3) Authorizations under this section shall be made:(a) By the board of directors:(i) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such a vote; or(ii) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (3) of section 21-2093, in which authorization directors who do not qualify as disinterested directors may participate; or(b) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. SourceLaws 1995, LB 109, § 105.