[§414-246]  Determination and authorizationof indemnification.  (a)  A corporation may not indemnify a director undersection 414-242 unless authorized for a specific proceeding after adetermination has been made that indemnification of the director is permissiblebecause the director has met the relevant standard of conduct set forth insection 414-242.

(b)  The determination shall be made:

(1)  If there are two or more disinterested directors,by the board of directors by a majority vote of all the disinterested directors(a majority of whom for this purpose shall constitute a quorum), or by amajority of the members of a committee of two or more disinterested directorsappointed by such a vote;

(2)  By special legal counsel:

(A)  Selected in the manner prescribed inparagraph (1); or

(B)  If there are fewer than two disinteresteddirectors, selected by the board of directors (in which selection directors whodo not qualify as disinterested directors may participate); or

(3)  By the shareholders, but shares owned by or votedunder the control of a director who at the time does not qualify as adisinterested director may not be voted on the determination.

(c)  Authorization of indemnification shall bemade in the same manner as the determination that indemnification ispermissible, except that if there are fewer than two disinterested directors orif the determination is made by special legal counsel, authorization ofindemnification shall be made by those entitled under subsection (b)(2)(B) toselect special legal counsel. [L 2000, c 244, pt of §1]