CHAPTER 115

FORMERLY

SENATE BILL NO. 251

AN ACT TO PROVIDE FOR INDEMNIFICATION OF THE DIRECTORS OF THE DELAWARE SOLID WASTE AUTHORITY.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (three-quarters of all members elected to each House thereof concurring therein):

Section 1. Title 7, Delaware Code, Chapter 64 is hereby amended by adding a new §6427 which shall read as follows:

"§6427. Indemnification of Directors

(a) The State of Delaware shall indemnify a Director who is a party or is threatened to be made a party to any suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director of the Authority, against expenses, including attorney's fees, judgments, fines, and amounts paid in connection with such action, suit or proceeding, if such Director acted in good faith and in a manner such Director believed to be in the best interests of the Authority, and, with respect to a criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

(b) Any indemnification under this section shall be made only as authorized in the specific case upon a determination that indemnification of the Director is proper in the circumstances because the Director has met the applicable standard of conduct set forth in subsection (a). Such a determination shall be made by the Attorney General or his designee within fifteen (15) days of the date of receipt of a request for such a determination. In the event the Attorney General fails to make the determination within the time frame specified, the requested indemnification hereunder shall be deemed as granted.

(c) Expenses incurred in defending any suit or proceeding referred to herein may be paid in advance of the final disposition of such suit or proceeding upon submission of documentation to the Directors regarding the validity of such expenses.

(d) Under no circumstances shall the indemnification provided in this section exceed $3 million as to all eligible Directors. In the event that the known claim exceeds the aforesaid amount, then the claims of each Director shall be prorated in the same proportion that each individual claim bears to the total claims.

(e) No payment under this section shall be made unless the Director seeking such payment shall agree that the State by subrogated, to the extent of such payment, to all rights of recovery of such Director, and shall agree to execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the State effectively to bring suit in the name of the State.

(f) Any eligible Director seeking indemnification under this section Shall file a written request for determination with the Attorney General setting forth in full the circumstances supporting the claim for indemnification.

(g) The indemnification provided in this section shall apply only to acts and/or omissions occurring subsequent to January 1, 1977. In the event expenses covered by the indemnity set forth in this section are payable under a valid and enforceable commercial insurance policy maintained by and/or for the benefit of the Directors, this indemnity shall not apply to expenses subject to recovery pursuant to such insurance coverage."

Approved July 5, 1977.