Section 723. Payment of indemnification other than by court award

(a) 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  722  shall  be  entitled  to  indemnification  as
  authorized in such section.
    (b) Except  as  provided  in  paragraph (a), any indemnification under
  section 722 or otherwise permitted by section 721, unless ordered  by  a
  court  under section 724 (Indemnification of directors and officers by a
  court), shall be made by the corporation,  only  if  authorized  in  the
  specific case:
    (1) 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
  722 or established pursuant to section 721, as the case may be, or,
    (2) If  a  quorum under subparagraph (1) is not obtainable or, even if
  obtainable, a quorum of disinterested directors so directs;
    (A) 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
    (B) By  the  shareholders  upon a finding that the director or officer
  has met the applicable standard of conduct set forth in such sections.
    (c) 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 paragraph (a) of section 725.