1. A corporation shall not indemnify a director under section 504.852 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 standard of conduct set forth in section 504.852. 2. The determination shall be made by any of the following: a. Ifthere are two or more disinterested directors, by the board of directors by a majority vote of allthe disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by such vote. b. By special legal counsel under one of the following circumstances: (1) Selected in the manner prescribed in paragraph “a”. (2) If there are fewer than two disinterested directors, selected by the board in which selection directors who do not qualify as disinterested directors may participate. c. By the members of a corporation, but directors who are at the time parties to the proceeding shall not vote on the determination. 3. Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that ifthere are fewer than two disinterested directors or ifthe determination is made by special legal counsel, authorization of indemnification shall be made by those entitled under subsection 2, paragraph “b”, to select special legal counsel.
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