Arizona Revised Statutes Title 10. Corporations and Associations § 10-3855. Determination and authorization of indemnification

A. A corporation may not indemnify a director under § 10-3851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in § 10-3851.

B. The determination shall be made either:

C. Neither special legal counsel nor any member has any liability whatsoever for a determination made pursuant to this section.  In voting pursuant to subsection B of this section, directors shall discharge their duty in accordance with § 10-3830.

D. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection B, paragraph 2 of this section to select counsel.