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(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 (1) <br />to (4) or under paragraph (b), or if no determination is made <br />under clauses (1) to (4) or under paragraph (b) within 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 omissions complained of in the proceedings, <br />a director, officer, or person ha�ing directly or indirectly, <br />the power to direct or cause the direction of the management or <br />policies of the corporation, the determination whether <br />indemnification of this person is required because the criteria <br />in subdivision 2 have been satisfied and whether this person is <br />entitled to payment or reimbursement of expenses in advance of <br />the final disposition of a proceeding under subdivision 3 may be <br />made by an annually appointed committee of the board, ha�ing at <br />least one member who is a director. The committee shall report <br />at least annually to the board concerning its actions. <br />Subd. 7. Insurance. A corporation may buy and <br />maintain insurance on behalf of a person in that person's <br />official capacity against liability asserted against and <br />incurred by the person in or arising from that capacity, whether <br />or not the corporation would ha�e been required to indemnify the <br />person against the liability under this section. <br />Subd. 8. Disclosure. A corporation with members with <br />voting rights that indemnifies or advances expenses to a person <br />under this section in connection with a proceeding by or on <br />behalf of the corporation sha11 report to the members in writing <br />the amount of the indemnification or advance and to whom and on <br />whose behalf it was paid not later than the ne�t meeting of <br />members. <br />Subd. 9. Indemnification of other persons. This <br />section does not limit the power of a corporation to indemnify <br />other persons. <br />6 <br />