                                 CODE OF VIRGINIA

ADVANCE FOR EXPENSES (§ 13.1-878)

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 the director furnishes the corporation a signed written
undertaking, executed personally or on his behalf, to repay any funds advanced
if he is not entitled to mandatory indemnification under &#xA7; 13.1-877 and it
is ultimately determined under &#xA7; 13.1-879.1 or 13.1-880 that he has not met
the relevant standard of conduct.

B. The undertaking required by subsection A shall 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. Authorizations of payments under this section shall be made by:

   1. The board of directors:
   				a. If there are two or more disinterested directors, by a majority vote of
   all the disinterested directors, a majority of whom shall for such purpose
   constitute a quorum, or by a majority of the members of a committee of two or
   more disinterested directors appointed by such a vote; or
   				b. If there are fewer than two disinterested directors, by the vote
   necessary for action by the board in accordance with subsection C of &#xA7;
   13.1-868, in which authorization directors who do not qualify as disinterested
   directors may participate; or

   2. The members, but any membership interest under the control of a director
   who at the time does not qualify as a disinterested director may not be voted
   on the authorization.

HISTORY: Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;
1985, c. 522; 2007, c. 925; 2010, c. 171; 2015, c. 611.