[§414-246]  Determination and authorization
of indemnification.  (a)  A corporation may not indemnify a director under
section 414-242 unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
because the director has met the relevant standard of conduct set forth in
section 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 a
majority of the members of a committee of two or more disinterested directors
appointed by such a vote;



(2)  By special legal counsel:



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



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



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



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