2019 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 58 - Directors and Officers
Part 5 - Indemnification
§ 48-58-504. Advance for expenses.
(a) 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:
(1) The director furnishes the corporation a document of the director's good faith belief that the director has met the standard of conduct described in § 48-58-502 or is immune from suit under § 48-58-601;
(2) The director furnishes the corporation a document, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this part.
(b) The undertaking required by subdivision (a)(2) 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.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 48-58-506.
