(a) A corporation may not indemnify a director under section eight hundred fifty-one of this article 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 eight hundred fifty-one of this article.
(b) The determination is to 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 constitute a quorum for this purpose, or by a majority of the members of a committee of two or more disinterested directors appointed by 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 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 is to 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 is to be made by those entitled under paragraph (B), subdivision (2), subsection (b) of this section to select special legal counsel.
Structure West Virginia Code
Chapter 31D. West Virginia Business Corporation Act
Article 8. Directors and Officers
§31D-8-801. Requirement for and Duties of Board of Directors
§31D-8-802. Qualifications of Directors
§31D-8-803. Number and Election of Directors
§31D-8-804. Election of Directors by Certain Classes of Shareholders
§31D-8-805. Terms of Directors Generally
§31D-8-806. Staggered Terms for Directors
§31D-8-807. Resignation of Directors
§31D-8-808. Removal of Directors by Shareholders
§31D-8-809. Removal of Directors by Judicial Proceeding
§31D-8-811. Compensation of Directors
§31D-8-821. Action Without Meeting
§31D-8-830. Standard of Conduct for Directors
§31D-8-831. Standards of Liability for Directors
§31D-8-833. Directors' Liability for Unlawful Distributions
§31D-8-841. Duties of Officers
§31D-8-842. Standards of Conduct for Officers
§31D-8-842a. Standards of Liability for Officers
§31D-8-843. Resignation and Removal of Officers
§31D-8-844. Contract Rights of Officers
§31D-8-851. Permissible Indemnification
§31D-8-852. Mandatory Indemnification
§31D-8-853. Advance for Expenses
§31D-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses
§31D-8-855. Determination and Authorization of Indemnification
§31D-8-856. Indemnification of Officers
§31D-8-858. Variation by Corporate Action; Application of Part