{"data":{"id":"us-ky/krs-271b.8-550","jurisdiction":"us-ky","citation":"KRS 271B.8-550","heading":"Determination and authorization of indemnification.","body":"(1) A  corporation shall not indemnify a director under KRS  271B.8-510 unless\nauthorized in the specific case after a determination has been made  that\nindemnification of the director is permissible in the circumstances because he\nhas met the standard of conduct set forth in KRS 271B.8-510.\n(2) The determination shall be made:\n(a) By  the board of directors by majority vote of a quorum  consisting of\ndirectors not at the time parties to the proceeding;\n(b) If a quorum cannot be obtained under subsection (2)(a) of this section, by\nmajority vote of a committee duly designated by the board of directors (in\nwhich designation directors who are parties may participate), consisting\nsolely of two (2) or more  directors not at the time parties to the\nproceeding;\n(c) By special legal counsel:\n1. Selected by the board of directors or its committee in the manner\nprescribed in subsection (2)(a) and (b) of this section; or\n2. If a quorum  of the board of directors cannot be obtained under\nsubsection (2)(a) of this section and  a committee cannot be\ndesignated under subsection (2)(b) of this section, selected by\nmajority vote of the full board of directors (in which selection\ndirectors who are parties may participate); or\n(d) By the shareholders, but shares owned by or voted under the control of\ndirectors or shareholders who are at the time parties to the proceeding\nshall not be voted on the determination.\n(3) Authorization of indemnification and  evaluation as to reasonableness of\nexpenses  shall be made  in the same  manner  as the determination that\nindemnification is permissible, except that if the determination is made  by\nspecial legal counsel, authorization of indemnification and evaluation as to\nreasonableness of expenses shall be made by those entitled under subsection\n(2)(c) of this section to select counsel.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=47077","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"6ab1aeb9048849ba48c10522d868c610c4e555ef3c99924a006e4a90e37d9b68","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.8-540","next":"us-ky/krs-271b.8-560"},"notice":"GroundRules: Original legal text. Not legal advice."}