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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11B : Nonprofit Corporations

Chapter 008 : Directors and Officers

Subchapter 005 : Indemnification

(Cite as: 11B V.S.A. § 8.53)
  • § 8.53. 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 written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 8.51 of this title;

    (2) 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; and

    (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this subchapter.

    (b) The undertaking required by subdivision (a)(2) 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.

    (c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 8.55 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)