LD 1539
pg. 33
Page 32 of 104 PUBLIC Law Chapter 344 Page 34 of 104
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LR 1942
Item 1

 
indemnification under section 853 and it is ultimately
determined under section 855 or 856 that the director has not
met the relevant standard of conduct described in section 852.

 
2. Repayment obligation. The undertaking required by
subsection 1, paragraph B must be an unlimited general obligation
of the director but need not be secured and may be accepted
without reference to the financial ability of the director to
make repayment.

 
3. Authorization process. Authorizations under this section
must may be made:

 
A. By the corporation's board of directors:

 
(1) If there are 2 or more disinterested 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; or

 
(2) If there are fewer than 2 disinterested directors,
by the vote necessary for action by the corporation's
board of directors in accordance with section 825,
subsection 3, in which authorization directors who do
not qualify as disinterested directors may participate;
or

 
B. 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
authorization.

 
§855. Court-ordered indemnification; advance for expenses

 
1. Application and order. A director who is a party to a
proceeding because that the director is a director of the
corporation may apply for indemnification or an advance for
expenses to the court conducting the proceeding or to another
court of competent jurisdiction. After receipt of an application
and after giving any notice the court considers necessary, the
court shall:

 
A. Order indemnification if the court determines that the
director is entitled to mandatory indemnification under
section 853;


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