N.Y. Banking Law § 9007: Payment of indemnification other than by court award

§ 9007. Payment of indemnification other than by court award. 1. A

person who has been successful, on the merits or otherwise, in the

defense of a civil or criminal action or proceeding of the character

described in section nine thousand six shall be entitled to

indemnification as authorized in such section.

2. Except as provided in subdivision one, any indemnification under

section nine thousand six or otherwise permitted by section nine

thousand five, unless ordered by a court under section nine thousand

eight, shall be made by the corporation, only if authorized in the

specific case:

(a) By the board acting by a quorum consisting of directors who are

not parties to such action or proceeding upon a finding that the

director or officer has met the standard of conduct set forth in section

nine thousand six or established pursuant to section nine thousand five,

as the case may be, or,

(b) If a quorum under paragraph (a) is not obtainable or, even if

obtainable, a quorum of disinterested directors so directs:

(1) By the board upon the opinion in writing of independent legal

counsel that indemnification is proper in the circumstances because the

applicable standard of conduct set forth in such sections has been met

by such director or officer, or

(2) By the shareholders upon a finding that the director or officer

has met the applicable standard of conduct set forth in such sections.

3. Expenses incurred in defending a civil or criminal action or

proceeding may be paid by the corporation in advance of the final

disposition of such action or proceeding upon receipt of an undertaking

by or on behalf of such director or officer to repay such amount as, and

to the extent, required by subdivision one of section nine thousand

nine.