2023 Florida Statutes
< Back to Statute SearchTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
SECTION 0853Advance for expenses.
607.0853 Advance for expenses.—
(1) 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 or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if:
(a) The director or officer is not entitled to mandatory indemnification under s. 607.0852; and
(2) The undertaking required by paragraph (1)(b) must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to the financial ability of the director or officer to make repayment.
(3) Authorizations under this section must be made:
(a) By the board of directors:
1. If there are two or more qualified directors, by a majority vote of all of the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee appointed by such vote and comprised of two or more qualified directors; or
2. If there are fewer than two qualified directors, by the vote necessary for action by the board of directors under s. 607.0824(3), in which authorization vote directors who are not qualified directors may participate; or
(b) By the shareholders, but shares owned by or voted under the control of a director or officer who at the time of the authorization is not a qualified director or is an officer who is a party to the proceeding may not be counted as a vote in favor of the authorization.
History.—s. 110, ch. 2019-90.