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including, without limitation, monetary limits on <br />indemnification or advances of expenses, if the conditions apply <br />equally to a11 persons or to a11 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 person 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. 5. 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 satisfied and whether a person is entitled to payment or <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 maj ority or the presence of a quorum; <br />(2) if a quorum under clause (1) cannot be obtained, by a <br />majority of a committee of the board, consisting solely of two <br />or more directors not at the time parties to the proceeding <br />duly designated to act in the matter by a maj ority 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 (1) 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 />E <br />