1744 - Procedure for effecting indemnification.

     § 1744.  Procedure for effecting indemnification.        Unless ordered by a court, any indemnification under section     1741 (relating to third-party actions) or 1742 (relating to     derivative and corporate actions) shall be made by the business     corporation only as authorized in the specific case upon a     determination that indemnification of the representative is     proper in the circumstances because he has met the applicable     standard of conduct set forth in those sections. The     determination shall be made:            (1)  by the board of directors by a majority vote of a        quorum consisting of directors who were not parties to the        action or proceeding;            (2)  if such a quorum is not obtainable or if obtainable        and a majority vote of a quorum of disinterested directors so        directs, by independent legal counsel in a written opinion;        or            (3)  by the shareholders.     (Dec. 18, 1992, P.L.1333, No.169, eff. 60 days)