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Ch. 642
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PARRIS N. GLENDENING, Governor
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(1) THE ESTABLISHMENT OF ONE OR MORE STANDING COMMITTEES OR
FOR THE CREATION OF ONE OR MORE COMMITTEES UPON THE OCCURRENCE OF
CERTAIN EVENTS; AND
(2) THE COMPOSITION OF THE MEMBERSHIP, AND THE
QUALIFICATIONS AND THE VOTING AND OTHER RIGHTS OF MEMBERS OF ANY SUCH
COMMITTEE, SUBJECT TO THE CONTINUED SERVICE OF MEMBERS OF THE
COMMITTEE AS DIRECTORS.
2-418.
(b) (1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter
giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in
money, property, or services; or
(iii) In the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful.
(2) (i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in connection
with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in which
the director shall have been adjudged to be liable to the corporation.
(3) (i) The termination of any proceeding by judgment, order, or
settlement does not create a presumption that the director did not meet the requisite
standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of
nolo contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director did not meet that
standard of conduct.
(4) A CORPORATION MAY NOT INDEMNIFY A DIRECTOR UNDER THIS
SECTION OR ADVANCE EXPENSES UNDER THIS SECTION FOR A PROCEEDING
BROUGHT BY THAT DIRECTOR AGAINST THE CORPORATION, EXCEPT:
(I) FOR A PROCEEDING BROUGHT TO ENFORCE INDEMNIFICATION
UNDER THIS SECTION; OR
(II) IF THE CHARTER OR BYLAWS OF THE CORPORATION, A
RESOLUTION OF THE BOARD OF DIRECTORS OF THE CORPORATION, OR AN
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- 3313 -
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