15-3-147. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

1. A corporation may not indemnify a director or officer under section 143 unless authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances because the director or officer has met the standard of conduct set forth in section 143.
2. The determination shall be made:
   1. By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
   2. If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;
   3. By special legal counsel:
      1. selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or
      2. if a quorum of the board cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board (in which selection directors who are parties may participate);
   4. By the members of a mutual benefit corporation, but directors who are at the time parties to the proceedings may not vote on the determination.
3. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection  (b) (3) to select counsel.
4. A director or officer of a public benefit corporation may not be indemnified until 20 days after written notice is given to the Director of Corporations of the proposed indemnification.