(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 is a director if he delivers to the corporation: (a) A written affirmation of his good faith belief that he has met the relevant standard of conduct described in section 30-1-851 , Idaho Code, or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by section 30-1-202 (2)(d), Idaho Code; and (b) His written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under section 30-1-852 , Idaho Code, and it is ultimately determined under section 30-1-854 or 30-1-855 , Idaho Code, that he has not met the relevant standard of conduct described in section 30-1-851 , Idaho Code. (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 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 (2) or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members of a committee of two (2) or more disinterested directors appointed by such a vote; or (ii) If there are fewer than two (2) disinterested directors, by the vote necessary for action by the board in accordance with section 30-1-824 (3), Idaho Code, 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.
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