2. Lower quorum permitted. The corporation's articles of incorporation or bylaws may authorize a quorum of a corporation's board of directors to consist of no fewer not less than 1/3 of the fixed or prescribed number of directors determined under subsection 1.

Sec. B-67. 13-C MRSA §846, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed.

Sec. B-68. 13-C MRSA §§852, 854 to 857 and 859, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§852. Permissible indemnification

1. Standards of conduct. Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because that individual is a director of the corporation against liability incurred in the proceeding if:

A. The individual's conduct was in good faith and the individual reasonably believed following criteria are met:

(1) In the case of conduct in the individual's capacity as director, that the The individual's conduct was in the best interests of the corporation good faith;

(2) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and The individual reasonably believed:

(a)__In the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation; and

(b)__In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and

(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or

B. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of