490.855 - DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

        490.855  DETERMINATION AND AUTHORIZATION OF      INDEMNIFICATION.         1.  A corporation shall not indemnify a director under section      490.851 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 490.851.         2.  The determination shall be made by any of the following:         a.  If there are two or more disinterested directors, by the      board of directors by a majority vote of all the 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 a vote.         b.  By special legal counsel:         (1)  Selected in the manner prescribed in paragraph "a".         (2)  If there are fewer than two disinterested directors, selected      by the board of directors, in which selection directors who do not      qualify as disinterested directors may participate.         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 shall not be voted on the determination.         3.  Authorization of indemnification shall be made in the same      manner as the determination that indemnification is permissible,      except that if there are fewer than two disinterested directors or if      the 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.  
         Sect History: Recent Form
         89 Acts, ch 288, §103; 2002 Acts, ch 1154, §49, 125         Referred to in § 490.850, 490.853, 490.858, 491.3, 491.16, 497.34,      498.36, 499.59A, 508C.16, 524.801, 534.605, 534.607