                                 CODE OF VIRGINIA

DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION (§ 13.1-701)

A. A corporation may not indemnify a director under &#xA7; 13.1-697 unless
authorized for a specific proceeding after a determination has been made that
indemnification of the director is permissible because the director has met the
relevant standard of conduct set forth in &#xA7; 13.1-697.

B. The determination shall be made:

   1. 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;

   2. By special legal counsel:
   				a. Selected in the manner prescribed in subdivision 1; or
   				b. 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

   3. 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.

C. 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 to select special legal counsel under subdivision B 2.

HISTORY: Code 1950, § 13.1-3.1; 1968, c. 570; 1975, c. 500; 1979, c. 99; 1985,
c. 522; 2005, c. 765; 2019, c. 734.