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2019 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:8.53 - Advance for Expenses.
Universal Citation: NH Rev Stat § 293-A:8.53 (2019)
293-A:8.53 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 member of the board of directors if the director delivers to the corporation:
(1) a signed written affirmation of the director's good faith belief that the relevant standard of conduct described in RSA 293-A:8.51 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by RSA 293-A:2.02(b)(4); and
(2) a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under RSA 293-A:8.52 and it is ultimately determined under RSA 293-A:8.54 or RSA 293-A:8.55 that the director has not met the relevant standard of conduct described in RSA 293-A:8.51.
(b) The undertaking required by subsection (a)(2) 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 2 or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote; or
(ii) if there are fewer than 2 qualified directors, by the vote necessary for action by the board in accordance with RSA 293-A:8.24(c), in which authorization directors who are not 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.
(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 member of the board of directors if the director delivers to the corporation:
(1) a signed written affirmation of the director's good faith belief that the relevant standard of conduct described in RSA 293-A:8.51 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by RSA 293-A:2.02(b)(4); and
(2) a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under RSA 293-A:8.52 and it is ultimately determined under RSA 293-A:8.54 or RSA 293-A:8.55 that the director has not met the relevant standard of conduct described in RSA 293-A:8.51.
(b) The undertaking required by subsection (a)(2) 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 2 or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote; or
(ii) if there are fewer than 2 qualified directors, by the vote necessary for action by the board in accordance with RSA 293-A:8.24(c), in which authorization directors who are not 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.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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