RSA 293-A:8.55 Determination and Authorization of Indemnification.

(a) A corporation may not indemnify a director under RSA 293-A:8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in RSA 293-A:8.51.
(b) The determination shall be made:
(1) if there are 2 or more qualified directors, by the board of directors by a 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 2 or more qualified directors appointed by such a vote;
(2) by special legal counsel:
(i) selected in the manner prescribed in subdivision (1); or
(ii) if there are fewer than 2 qualified directors, selected by th