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ROBERT L. EHRLICH, JR., Governor
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Ch. 586
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section, the court may order such indemnification as the court shall deem proper.
However, indemnification with respect to any 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 for a specific proceeding 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] ONE 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 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 the
committee cannot be established, by a majority vote of the full board in which
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 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.
2-605.
(a) Notwithstanding the provisions of § 2-604 of this subtitle, UNLESS
PROHIBITED IN THE CHARTER BY REFERENCE TO THIS SECTION OR THE SUBJECT
MATTER OF THIS SECTION, a majority of the entire board of directors, without action
by the stockholders, may amend the charter of a corporation to:
(1) Change the name of the corporation; or
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