§414D-164  Determination and authorizationof indemnification.  (a)  A corporation may not indemnify a director undersection 414D-160 unless authorized in the specific case after a determinationhas been made that the director has met the standard of conduct set forth insection 414D-160.

(b)  The determination shall be made by theboard of directors by majority vote of a quorum consisting of directors who arenot at the time parties to the proceeding.

(c)  The determination shall be made bymajority vote of a committee duly designated by the board of directors (inwhich designation directors who are parties may participate) consisting solelyof two or more directors not at the time parties to the proceeding if a quorumcannot be obtained under subsection (b).

(d)  The determination shall be made by speciallegal counsel selected by:

(1)  The board of directors or its committee in themanner prescribed in subsection (b) or (c); or

(2)  Majority vote of the full board (in whichselection directors who are parties may participate) if a quorum of the boardcannot be obtained under subsection (b) and a committee cannot be designatedunder subsection (c).

(e)  The determination shall be made by themembers but directors who are at the time parties to the proceeding may notvote on the determination.

(f)  Authorization of indemnification andevaluation as to reasonableness of expenses shall be made in the same manner asthe determination that indemnification is permissible, except that if thedetermination is made by special legal counsel, authorization ofindemnification and evaluation as to reasonableness of expenses shall be madeby those entitled under subsection (d) to select counsel. [L 2001, c 105, pt of§1; am L 2002, c 130, §56]