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JUL -24 -2003 10:50 RATWIK ROSZAK MALONEY Minnesota statutes zuw, 3 t'lA.,�Z t 612 339 0038 p.09 rage .50t 4 conditions on indemnification or advances of expenses in addition to the conditions contained in subdivisions 2 and 3 including, without limitation, monetary limits on indemnification or advances of expenses, if the conditions apply equally to all persons or to all persons within a given class. A prohibition or limit on indemnification or advances may not apply to or affect the right of a parson to indemnification or advances of expenses with respect to acts or omissions of the person occurring before the effective date of a provision in the articles or the date of adoption of a provision in the bylaws establishing the prohibition or limit on indemnification or advances. Subd. S. Reimbursement to witnesses. This section does not require, or limit the ability of-, a corporation to reimburse expenses, including attorneys fees and disbursements, incurred by a person in connection with an appearance as a witness in a proceeding at a time when the person has not been made or threatened to be made a party to a proceeding. Subd . 6. Determination of eligibility. (a) Determinations as to whether indemnification of a person is required because the criteria set forth in subdivision 2 have been satiefied and whether a person is entitled to payment ar reimbursement of expenses in advance of the final disposition of a Proceeding under subdivision 3 must be made: (1) by the board by a majority of a. quorum; directors who are at the time parties to the proceeding are not counted for determining a nIaj on ty or the presence of a quorum; () if a quorum under clause ( 1) cannot be obtained, by a majority of a committee of the board, consisting solely of twc or more directors not at the time parties to the proceeding, duly designated to act in the matter by a majority of the full board including directors who are parties; ( 3 ) if a determination 'is not made under clause ( 1) or (2), by special legal counsel, selected either by a majority of the board or a committee by vote under clause (l) or ( 2) or, if the requisite quorum of the full board cannot be obtained and the committee cannot be established, by a majority of the full board including directors who are parties; (4) if a determination is not made under clauses (1) to (3), by the members with voting rights, other than members who are parties to the proceeding; or (5) if an adverse determination is made under clauses to ( 4) or under paragraph ( b) , or if no determination is made under clauses (1) to (4) or under paragraph (b) wi t hIn 60 days after the termination of a proceeding or after a request for an advance of expenses, by a court in this state, which may be the court in which the proceeding involving the person's liability took place, upon application of the person and notice the court requires. (b) With respect to a. person who is not, and was not at the time of the acts or om- Issions complained of in the proceedings, a director, officer, or person having, directly or indirectly, 11 ttn-f1wwv re&.vi�nr IP-a &Atp.mtn iic /gtgt .QI"A 17A/5 2 ] .h tmI 7 / ?AI17 I