55A-8-55. Determination and authorization of indemnification.
(a) A corporation shall not indemnify a director under G.S. 55A-8-51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in G.S. 55A-8-51.
(b) 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) of this subsection, by a 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 (i) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or (ii) if a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board (in which selection directors who are parties may participate); or
(4) By the members, but directors who are at the time parties to the proceeding shall not vote on the determination.
(c) 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 subdivision (b)(3) of this section to select counsel. (1977, c. 236, s. 2; 1993, c. 398, s. 1.)
Structure North Carolina General Statutes
North Carolina General Statutes
Chapter 55A - North Carolina Nonprofit Corporation Act
Article 8 - Directors and Officers.
§ 55A-8-01 - Requirement for and duties of board.
§ 55A-8-02 - Qualifications of directors.
§ 55A-8-03 - Number of directors.
§ 55A-8-04 - Election, designation, and appointment of directors.
§ 55A-8-05 - Terms of directors generally.
§ 55A-8-06 - Staggered terms for directors.
§ 55A-8-07 - Resignation of directors.
§ 55A-8-08 - Removal of directors elected by members or directors.
§ 55A-8-09 - Removal of designated or appointed directors.
§ 55A-8-10 - Removal of directors by judicial proceeding.
§ 55A-8-11 - Vacancy on board.
§ 55A-8-12 - Compensation of directors.
§ 55A-8-20 - Regular and special meetings.
§ 55A-8-21 - Action without meeting.
§ 55A-8-22 - Notice of meetings.
§ 55A-8-23 - Waiver of notice.
§ 55A-8-24 - Quorum and voting.
§ 55A-8-25 - Committees of the board.
§ 55A-8-30 - General standards for directors.
§ 55A-8-31 - Director conflict of interest.
§ 55A-8-32 - Loans to or guaranties for directors and officers.
§ 55A-8-33 - Liability for unlawful loans or distributions.
§ 55A-8-41 - Duties of officers.
§ 55A-8-42 - Standards of conduct for officers.
§ 55A-8-43 - Resignation and removal of officers.
§ 55A-8-44 - Contract rights of officers.
§ 55A-8-50 - Policy statement and definitions.
§ 55A-8-51 - Authority to indemnify.
§ 55A-8-52 - Mandatory indemnification.
§ 55A-8-53 - Advance for expenses.
§ 55A-8-54 - Court-ordered indemnification.
§ 55A-8-55 - Determination and authorization of indemnification.
§ 55A-8-56 - Indemnification of officers, employees, and agents.
§ 55A-8-57 - Additional indemnification and insurance.