CHAPTER 401

FORMERLY

HOUSE SUBSTITUTE NO. 1

FOR

HOUSE BILL NO. 570

AN ACT TO AMEND CHAPTER 5, TITLE 22, DELAWARE CODE, RELATING TO THE WILMINGTON PARKING AUTHORITY.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE:

Section 1. Amend §510, Chapter 5, Title 22, Delaware Code, by striking subdivision (b) in its entirety and substituting in lieu thereof a new subdivision (b) to read as follows:

"(b). No member of the Board of the Wilmington Parking Authority shall be entitled to vote on any matter before the Board if such member has a direct or indirect financial interest in the outcome of such matter under review. In the event such a financial interest exists, said member shall disclose to the Board the nature of the interest and said member shall refrain from any discussion, deliberation, action and/or vote by the Board on this matter. In situations in which a member or members do not vote by reason of such financial interest, the matter pending before the Board will be decided on the basis of a majority vote of the remaining members present who do not have a financial interest in the matter. A member or members having a financial interest as set forth herein shall be counted for purposes of establishing a quorum, provided such member or members are present at the meeting. The disqualification of a member from voting on a matter before the Board by reason of a financial interest therein shall not affect the validity of any action taken by the Board relative to the matter before it.

Section 2. Amend Chapter 5, Title 22, Delaware Code by adding thereto a new section, Section 516, to read as follows:

1516. Indemnification.

(a) The Wilmington Parking Authority shall indemnify any member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a member of the Authority, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such member in connection with such action, suit or proceeding, if said member acted in good faith and in a manner reasonably believe to be in or not opposed to the best interests of the Authority, and with respect to any criminal proceeding or action, the member had no reasonable cause to believe that his action 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 member is proper under the circumstances because the member has met the applicable standard of conduct as set forth in subsection (a) hereof. Such a determination will be made by the Attorney General or his designee within fifteen days of the date of receipt of a request for such a determination. Such request shall be filed by the member affected and shall set forth in detail the circumstances supporting the claim for indemnification. In the event the Attorney General fails to make the determination within the time frame specified, the requested indemnification shall be deemed as granted.

(c) Expenses (including attorneys' fees) incurred by a member in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Authority in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such member to repay such amount if it shall ultimately be determined that such member is not entitled to be indemnified by the Authority as authorized by this section.

(d) No payment shall be made pursuant to the provisions of this section unless the member seeking such payment shall agree that the State be subrogated, to the extent of any payment, to all rights of recovery of such member, 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.

Section 3. Severbility.

If any clause, sentence, section, provision or part of this Act shall be adjudged to be unconstitutional or invalid for any reason by any Court of competent jurisdiction, such judgment shall not impair, invalidate or affect the remainder of this Act which shall remain in full force and effect.

Section 4. Repealing clause.

All laws and parts of laws in conflict herewith are hereby repealed to the extent of such conflict.

Section 5. Effective date.

This Act shall become effective immediately upon its adoption. Approved July 16, 1992.