Section 1054. Denial of Right to Indemnification. -- Indemnification under Section 1051 of the Bylaws shall be made
by the Association unless a determination is reasonably and promptly made that indemnification of an Indemnified Representative is
not proper in the circumstances because of grounds for denying indemnification under this chapter or under applicable law. Such
determination may be made only:
(1) by the Board of Governors by a majority vote of a quorum consisting of Governors who were not parties to the Proceeding, or
(2) by the House of Delegates.