2760

LAWS OF MARYLAND

Ch. 737

PROCEEDING BY OR IN THE RIGHT OF THE CORPORATION OR IN WHICH
LIABILITY SHALL HAVE BEEN ADJUDGED IN THE CIRCUMSTANCES
DESCRIBED IN SUBSECTION (C) SHALL BE LIMITED TO EXPENSES.

(3) A COURT OF APPROPRIATE JURISDICTION MAY BE
THE SAME COURT IN WHICH THE PROCEEDING INVOLVING THE
DIRECTOR'S LIABILITY TOOK PLACE.

(E) (1) INDEMNIFICATION UNDER SUBSECTION (B) OF THIS
SECTION MAY NOT BE MADE BY THE CORPORATION UNLESS AUTHORIZED
IN THE SPECIFIC CASE AFTER A DETERMINATION HAS BEEN MADE
THAT INDEMNIFICATION OF THE DIRECTOR IS PERMISSIBLE IN THE
CIRCUMSTANCES BECAUSE THE DIRECTOR HAS MET THE STANDARD OF
CONDUCT SET FORTH IN SUBSECTION (B) OF THIS SECTION.

(2)  SUCH DETERMINATION SHALL BE MADE:

(I)  BY THE BOARD OF DIRECTORS BY A
MAJORITY VOTE OF A QUORUM CONSISTING OF DIRECTORS NOT, AT
THE TIME, PARTIES TO THE PROCEEDING, OR, IF SUCH A QUORUM
CANNOT BE OBTAINED, THEN BY A MAJORITY VOTE OF A COMMITTEE
OF THE BOARD CONSISTING SOLELY OF TWO OR MORE DIRECTORS NOT,
AT THE TIME, PARTIES TO SUCH PROCEEDING AND WHO WERE DULY
DESIGNATED TO ACT IN THE MATTER BY A MAJORITY VOTE OF THE
FULL BOARD IN WHICH THE DESIGNATED DIRECTORS WHO ARE PARTIES
MAY PARTICIPATE;

(II)  BY SPECIAL LEGAL COUNSEL SELECTED BY
THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF OF THE BOARD
BY VOTE AS SET FORTH IN SUBPARAGRAPH (I) OF THIS PARAGRAPH,
OR, IF THE REQUISITE QUORUM OF THE FULL BOARD CANNOT BE
OBTAINED THEREFOR AND SUCH THE COMMITTEE CANNOT BE
ESTABLISHED, BY A MAJORITY VOTE OF THE FULL BOARD IN WHICH
SELECTED DIRECTORS WHO ARE PARTIES MAY PARTICIPATE; OR

(III)  BY THE STOCKHOLDERS.

(3)  AUTHORIZATION OF INDEMNIFICATION AND
DETERMINATION AS TO REASONABLENESS OF EXPENSES SHALL BE MADE
IN THE SAME MANNER AS THE DETERMINATION THAT INDEMNIFICATION
IS PERMISSIBLE. HOWEVER, IF THE DETERMINATION THAT
INDEMNIFICATION IS PERMISSIBLE IS MADE BY SPECIAL LEGAL
COUNSEL, AUTHORIZATION OF INDEMNIFICATION AND DETERMINATION
AS TO REASONABLENESS OF EXPENSES SHALL BE MADE IN THE MANNER
SPECIFIED IN SUBPARAGRAPH (II) OF OF PARAGRAPH (2) OF THIS
SUBSECTION FOR SELECTION OF SUCH COUNSEL.

(4)  SHARES HELD BY DIRECTORS WHO ARE PARTIES TO
THE PROCEEDING MAY NOT BE VOTED ON THE SUBJECT MATTER UNDER
THIS SUBSECTION.

(F) (1) REASONABLE EXPENSES INCURRED BY A DIRECTOR WHO
IS A PARTY TO A PROCEEDING MAY BE PAID OR REIMBURSED BY THE
CORPORATION IN ADVANCE OF THE FINAL DISPOSITION OF SUCH THE
PROCEEDING, AFTER A DETERMINATION THAT THE FACTS THEN KNOWN
TO THOSE MAKING THE DETERMINATION WOULD NOT PRECLUDE
INDEMNIFICATION UNDER THIS SECTION, UPON RECEIPT BY THE
CORPORATION OF: