1492                                          LAWS OF MARYLAND                                Ch. 567

committee present at any meeting, whether or not they
constitute a quorum, to appoint a director to act in the
place of an absent member.

[(c)] (D) The appointment of any committee, [and]
the delegation of authority to it, OR ACTION BY IT UNDER
THAT AUTHORITY does not CONSTITUTE, OF ITSELF, [relieve
the board of directors or] COMPLIANCE BY any director,
NOT A MEMBER OF THE COMMITTEE, [of any responsibility
imposed by law] WITH THE STANDARD PROVIDED IN § 2-405.1
OF THIS SUBTITLE FOR THE PERFORMANCE OF DUTIES OF
DIRECTORS.

2-418.

(c) With respect to a proceeding against a
corporate representative brought by or on behalf of the
corporation to obtain a judgment or decree in its favor,
the corporation:

(1)      May indemnify the corporate
representative against expenses, including attorneys'
fees, [and judgments, fines, and amounts paid in
settlement] actually and reasonably incurred by the
corporate representative in connection with the defense
or settlement of the proceeding, if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; and

(2)     May not indemnify the corporate
representative in respect of any claim, issue, or matter
as to which the corporate representative was adjudged
liable for negligence or misconduct in performing his
duty to the corporation, except to the extent that the
court in which the proceeding was brought or any other
court of equity in the county where the corporation has
its principal office determines on application that,
despite the adjudication of liability but in view of all
circumstances of the case, the corporate representative
is fairly and reasonably entitled to indemnity for those
expenses which the court considers proper.

(f)      Before the final disposition of a [civil or

criminal] proceeding, the corporation may pay the

expenses, including attorney's fees, incurred by a

corporate representative in defending the proceeding, if:

(1)    Authorized BY THE BOARD OF DIRECTORS
in the specific case [by a preliminary determination made
in accordance with one of the procedures provided in
subsection (e) of this section, that there is a
reasonable basis for a belief that the corporate
representative met the applicable standard of conduct set
forth in subsections (b) or (c) ]; and

(2)    [An] THE CORPORATION RECEIVES AN
undertaking [is given to the corporation] by or on behalf
of the corporate representative [which reasonably assures