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A. In this section, “expenses” mean expenses of defending a lawsuit, including attorney’s fees, and any civil judgment or penalty, or settlement payment in lieu thereof, paid in connection with a lawsuit against a member or manager in such capacity.

B. An LLC shall indemnify or allow expenses to each member and each manager for all reasonable expenses incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

C. The articles of operation may alter or provide additional rights to indemnification or allowance of expenses to members and managers.

D. Notwithstanding subsections (B) and (C) of this section, an LLC may not indemnify a member or manager unless it is determined that the member or manager did not breach or fail to perform a duty to the LLC as provided in Section 2-302 of this Title.

E. Unless otherwise provided in articles of operation:

1. A member or manager shall be conclusively presumed not to have breached or failed to perform a duty to the LLC to the extent that the member or manager has been successful on the merits or otherwise in the defense of the proceeding.

2. In situations not described in subsection (E)(1) of this section, the determination of whether member or manager has breached or failed to perform a duty to the LLC shall be made by the vote of a majority in interest of the members, excluding any member who is a party to the same or related proceeding unless all members are parties. ONCA 08-02, eff. June 13, 2008.