HARRY HUGHES, Governor

2757

(ii) If the required quorum is not
obtainable or if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion;
or

(iii) By the stockholders in accordance
with the charter and bylaws of the corporation.

(f)  Before the final disposition of a proceeding, the
corporation may pay the expenses, including attorney's fees,
incurred by a corporate representative in defending the
proceeding, if:

(1)  Authorized by the board of directors in the
specific case; and

(2)  The corporation receives an undertaking by
or on behalf of the corporate representative to repay the
advance if it is not ultimately determined that the
corporate representative is entitled to be indemnified by
the corporation.

(g)  The indemnification provided by this section:

(1)  Continues as to a corporate representative
who has ceased to be a director, officer, employee, or agent
and inures to the benefit of his heirs and personal
representative; and

(2)  Does not exclude any other rights to which a
corporate representative or other person may be entitled
under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise as to:

(i) Action in his official capacity; and

(ii) Action in another capacity while
holding the office.

(h) A corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or who is or was
serving at the request of the corporation as a director,
officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise,
against any liability asserted against him and incurred by
him in or arising out of his position, whether or not the
corporation would have the power to indemnify him under this
section.]

2-418.

(A) IN THIS SECTION THE FOLLOWING WORDS HAVE THE
MEANINGS INDICATED.