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2003_0731.special_packet
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2003_0731.special_packet
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JUL -24 -2003 10:50 RATWIK ROSZAK MALONEY <br />Minnesota statutes zuw, 3 t'lA.,�Z t <br />612 339 0038 p.09 <br />rage .50t 4 <br />conditions on indemnification or advances of expenses in <br />addition to the conditions contained in subdivisions 2 and 3 <br />including, without limitation, monetary limits on <br />indemnification or advances of expenses, if the conditions apply <br />equally to all persons or to all persons within a given class. <br />A prohibition or limit on indemnification or advances may not <br />apply to or affect the right of a parson to indemnification or <br />advances of expenses with respect to acts or omissions of the <br />person occurring before the effective date of a provision in the <br />articles or the date of adoption of a provision in the bylaws <br />establishing the prohibition or limit on indemnification or <br />advances. <br />Subd. S. Reimbursement to witnesses. This section <br />does not require, or limit the ability of-, a corporation to <br />reimburse expenses, including attorneys fees and disbursements, <br />incurred by a person in connection with an appearance as a <br />witness in a proceeding at a time when the person has not been <br />made or threatened to be made a party to a proceeding. <br />Subd . 6. Determination of eligibility. (a) <br />Determinations as to whether indemnification of a person is <br />required because the criteria set forth in subdivision 2 have <br />been satiefied and whether a person is entitled to payment ar <br />reimbursement of expenses in advance of the final disposition of <br />a Proceeding under subdivision 3 must be made: <br />(1) by the board by a majority of a. quorum; directors who <br />are at the time parties to the proceeding are not counted for <br />determining a nIaj on ty or the presence of a quorum; <br />() if a quorum under clause ( 1) cannot be obtained, by a <br />majority of a committee of the board, consisting solely of twc <br />or more directors not at the time parties to the proceeding, <br />duly designated to act in the matter by a majority of the full <br />board including directors who are parties; <br />( 3 ) if a determination 'is not made under clause ( 1) or (2), <br />by special legal counsel, selected either by a majority of the <br />board or a committee by vote under clause (l) or ( 2) or, if the <br />requisite quorum of the full board cannot be obtained and the <br />committee cannot be established, by a majority of the full board <br />including directors who are parties; <br />(4) if a determination is not made under clauses (1) to <br />(3), by the members with voting rights, other than members who <br />are parties to the proceeding; or <br />(5) if an adverse determination is made under clauses <br />to ( 4) or under paragraph ( b) , or if no determination is made <br />under clauses (1) to (4) or under paragraph (b) wi t hIn 60 days <br />after the termination of a proceeding or after a request for an <br />advance of expenses, by a court in this state, which may be the <br />court in which the proceeding involving the person's liability <br />took place, upon application of the person and notice the court <br />requires. <br />(b) With respect to a. person who is not, and was not at the <br />time of the acts or om- Issions complained of in the proceedings, <br />a director, officer, or person having, directly or indirectly, <br />11 ttn-f1wwv re&.vi�nr IP-a &Atp.mtn iic /gtgt .QI"A 17A/5 2 ] .h tmI 7 / ?AI17 I <br />
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