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



(b)  The determination shall be made by the
board of directors by majority vote of a quorum consisting of directors who are
not at the time parties to the proceeding.



(c)  The determination shall be made by
majority vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding if a quorum
cannot be obtained under subsection (b).



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



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



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



(e)  The determination shall be made by the
members but directors who are at the time parties to the proceeding may not
vote on the determination.



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