Section 9007. Payment of indemnification other than by court award

1.  A
  person who has been successful, on  the  merits  or  otherwise,  in  the
  defense  of  a  civil  or criminal action or proceeding of the character
  described  in  section  nine  thousand  six   shall   be   entitled   to
  indemnification as authorized in such section.
    2.  Except  as  provided in subdivision one, any indemnification under
  section nine  thousand  six  or  otherwise  permitted  by  section  nine
  thousand  five,  unless  ordered  by a court under section nine thousand
  eight, shall be made by the  corporation,  only  if  authorized  in  the
  specific case:
    (a)  By  the  board acting by a quorum consisting of directors who are
  not parties to such  action  or  proceeding  upon  a  finding  that  the
  director or officer has met the standard of conduct set forth in section
  nine thousand six or established pursuant to section nine thousand five,
  as the case may be, or,
    (b)  If  a  quorum  under  paragraph (a) is not obtainable or, even if
  obtainable, a quorum of disinterested directors so directs:
    (1) By the board upon the opinion  in  writing  of  independent  legal
  counsel  that indemnification is proper in the circumstances because the
  applicable standard of conduct set forth in such sections has  been  met
  by such director or officer, or
    (2)  By  the  shareholders upon a finding that the director or officer
  has met the applicable standard of conduct set forth in such sections.
    3. Expenses incurred in  defending  a  civil  or  criminal  action  or
  proceeding  may  be  paid  by  the  corporation  in advance of the final
  disposition of such action or proceeding upon receipt of an  undertaking
  by or on behalf of such director or officer to repay such amount as, and
  to  the  extent,  required  by  subdivision one of section nine thousand
  nine.