                                 CODE OF VIRGINIA

DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION (§ 13.1-880)

A. A corporation may not indemnify a director under &#xA7; 13.1-876 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible because he has met the relevant
standard of conduct set forth in &#xA7; 13.1-876.

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 of this subsection;
   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 members, but membership interests 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 under subdivision B 2 to select counsel.

HISTORY: Code 1950, § 13.1-205.1; 1968, c. 689; 1975, c. 500; 1981, c. 57;
1985, c. 522; 2007, c. 925.