47-22-65.3. Authorization of indemnification--Requirements--Manner of determination.
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/sd/title-47/chapter-47-22/47-22-65-3·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Any indemnification under subdivisions 47-22-65.1
(1)and (2), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subdivisions 47-22-65.1
(1)and (2). Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.