2009 Nebraska Code
Chapter 21 CORPORATIONS AND OTHER COMPANIES
21-20,107 Determination and authorization of indemnification.

21-20,107. Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under section 21-20,103 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he or she has met the relevant standard of conduct set forth in section 21-20,103.

(2) The determination shall be made:

(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:

(i) Selected in the manner prescribed in subdivision (a) of this subsection; or

(ii) 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; or

(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 may 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 subdivision (2)(b)(ii) of this section to select special legal counsel.

Source

Laws 1995, LB 109, § 107.