Revised Code of Washington - RCW Title 23B Washington Business Corporation Act - Section 23B.08.530 Advance for expenses

§ 23B.08.530. Advance for expenses

(1) A 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:

(a) The director furnishes the corporation a written affirmation of the director's good faith belief that the director has met the standard of conduct described in RCW 23B.08.510; and

(b) The director furnishes the 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.

(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by resolution adopted by the shareholders or board of directors, or by contract.

[1989 c 165 § 108.]

Sections:  Previous  23B.08.410  23B.08.420  23B.08.430  23B.08.440  23B.08.500  23B.08.510  23B.08.520  23B.08.530  23B.08.540  23B.08.550  23B.08.560  23B.08.570  23B.08.580  23B.08.590  23B.08.600  Next

Last modified: April 7, 2009