§ 17-16-855 — Determination and authorization of indemnification

(a) A corporation may not indemnify a director under W.S.
17-16-851 unless authorized for a specific proceeding after a
determination has been made that indemnification of the director
is permissible because the director has met the standard of
conduct set forth in W.S. 17-16-851.
(b) The determination shall be made:
(i) If there are two (2) or more qualified directors,
by the board of directors by majority vote of all the qualified
directors (a majority of whom shall for such purpose constitute
a quorum), or by a majority of the members of a committee of two
(2) or more qualified directors appointed by such a vote;
(ii) By special legal counsel:
(A) Selected in the manner prescribed in
paragraph (i) of this subsection; or
(B) If there are fewer than two (2) qualified
directors, selected by the board of directors (in which
selection directors who are not qualified directors may
participate); or
(iii) By the shareholders, but shares owned by or
voted under the control of a director who at the time is not a
qualified director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the
same manner as the determination that indemnification is
permissible, except that if there are fewer than two (2)
qualified directors, authorization of indemnification shall be
made by those entitled under paragraph (b)(ii) of this section
to select special legal counsel.