KRS 272A.9-010: Indemnification and advancement.

(1) The organic rules may provide indemnification to a director for judgments,

settlements, penalties, fines, or expenses incurred in a proceeding to which a

director is a party because the person is a director.

(2) No indemnification may be provided for condu ct violating the standards in effect

pursuant to KRS 272A.8-180.

(3) The organic rules may provide that the limited cooperative association may advance

expenses, including reasonable attorney's fees and costs, incurred by a director in

connection with a cl aim or demand against the director by reason of the director's

relationship to an association before the final disposition of the claim or demand,

upon an undertaking by or on behalf of the director to repay the association if the

director is ultimately de termined not to be entitled to be indemnified under

subsection (2) of this section. The terms of the undertaking shall be as set forth in

the organic rules or as approved by the disinterested director and shall be in a

record.

(4) The organic rules may provide for the indemnification of and advancement to other

persons including committee members who are not directors.