Any indemnification made under this Article, may be made by the church only as authorized in the specific case on a determination that indemnification of the pastor, deacon, officer, employee, or agent in proper is proper in the circumstances because he has met the applicable standard set forth in Section 9.01. The determination shall be made (a) by a majority vote of a quorum consisting of the pastor and deacons who were not and are not parties to or threatened with the action, suit or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of disinterested deacons so directs, by independent legal counsel in a written opinion; or (c) by a majority vote of the members of the church.