Section 7020. 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  seven  thousand  nineteen  shall  be  entitled  to
  indemnification as authorized in such section.
    2.  Except  as  provided in subdivision one, any indemnification under
  section seven thousand nineteen or otherwise permitted by section  seven
  thousand  eighteen,  unless  ordered  by  a  court  under  section seven
  thousand  twenty-one,  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
  seven  thousand  nineteen  or  established  pursuant  to  section  seven
  thousand eighteen, 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:
    (i)  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
    (ii) By the stockholders 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  seven  thousand
  twenty-two.