B. Unless a panel is appointed pursuant to subsection F, the determination in subsection A shall be made by either:

1. 1. A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum.
2. 2. A majority vote of a committee consisting of two or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum.

C. None of the following shall by itself or collectively cause a director to be considered not independent for purposes of this section:

1. 1. The nomination or election of the director by persons who are defendants in the derivative proceeding or against whom action is demanded.
2. 2. The naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded.
3. 3. The approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.

D. If a derivative proceeding is commenced after a determination has been made that rejects a demand by the complainants, the complaint shall allege with particularity facts that establish either:

1. 1. That a majority of the board of directors did not consist of independent directors at the time the determination was made.
2. 2. That the requirements of subsection A have not been met.