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paragraph A or to indemnification or an advance for expenses under | subsection 1, paragraph B, the court shall also order the | corporation to pay the director's reasonable expenses incurred in | connection with obtaining the court-ordered indemnification or | advance for expenses. If the court determines that the director is | entitled to indemnification or an advance for expenses under | subsection 1, paragraph C, the court may also order the corporation | to pay the director's reasonable expenses to obtain incurred in | connection with obtaining the court-ordered indemnification or | advance for expenses. |
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| §856. Determination and authorization of indemnification |
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| | 1. Prerequisites to indemnity. A corporation may not | indemnify a director under section 852, subsection 1 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 852. |
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| | 2. Determination process. A determination under subsection 1 | that indemnification is permissible must be made: |
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| A. If there are 2 or more disinterested directors, by the | corporation's board of directors by a majority vote of all | the disinterested directors, a majority of whom for this | purpose constitutes a quorum, or by a majority of the | members of a committee of 2 or more disinterested directors | appointed by a majority vote of all the disinterested | directors; |
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| B. By special legal counsel: |
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| (1) Selected in the manner prescribed in paragraph A; | or |
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| (2) If there are fewer than 2 disinterested directors, | selected by the corporation's board of directors in | which selection directors who do not qualify as | disinterested directors may participate; or |
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| C. 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. |
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| | 3. Authorization process. Authorization of indemnification | must be made in the same manner as the determination that | indemnification is permissible, except that if there are fewer | than 2 disinterested directors or if the determination is made by |
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