N.Y. Public Authorities Law § 3020: Actions against a municipal assistance corporation; indemnification

§ 3020. Actions against a municipal assistance corporation;

indemnification. 1. Except in an action for wrongful death, an action

against a municipal assistance corporation for personal injury or

property damage or founded on tort shall not be commenced more than one

year and ninety days after the cause of action shall have accrued nor

unless a notice of claim shall have been served on a director of such

corporation, or an officer or employee thereof designated by the

corporation for such purpose, within the time limited by, and in

compliance with the requirements of section fifty-e of the general

municipal law. An action against a municipal assistance corporation for

wrongful death shall be commenced in accordance with the notice of claim

and time limitation provisions of title eleven of article nine of this

chapter.

2. The venue of every action, suit or special proceeding brought

against a corporation shall be laid in the county in which the principal

office of such corporation is located.

3. a. The state shall save harmless and indemnify directors, officers

and employees of and representatives to a corporation, all of whom shall

be deemed officers and employees of the state for purposes of section

seventeen of the public officers law, against any claim, demand, suit,

or judgment arising by reason of any act or omission to act by such

director, officer, employee or representative occurring in the discharge

of his duties and within the scope of his service on behalf of such

corporation, including any claim, demand, suit or judgment based on

allegations that financial loss was sustained by any person in

connection with the acquisition, disposition or holding of securities or

other obligations of a corporation (or those of any other public

corporation if such loss allegedly resulted from its dealing with a

municipal assistance corporation). In the event of any such claim,

demand, suit or judgment, a director, officer or employee of or

representative to a municipal assistance corporation shall be saved

harmless and indemnified, notwithstanding the limitations of section

seventeen of the public officers law, unless such individual is found by

a final judicial determination not to have acted, in good faith, for a

purpose which he reasonably believed to be in the best interest of such

corporation or not to have had reasonable cause to believe that his

conduct was lawful.

b. In connection with any such claim, demand, suit, or judgment, any

director, officer or employee of or representative to the corporation

shall be entitled to representation by private counsel of his choice in

any civil judicial proceeding whenever the attorney general determines

based upon his investigation and review of the facts and circumstances

of the case that representation by the attorney general would be

inappropriate. The attorney general shall notify the individual in

writing of such determination that the individual is entitled to be

represented by private counsel. The attorney general may require, as a

condition to payment of the fees and expenses of such representation,

that appropriate groups of such individuals be represented by the same

counsel. If the individual or group of individuals is entitled to

representation by private counsel under the provisions of this section,

the attorney general shall so certify to the comptroller. Reasonable

attorney's fees and litigation expenses shall be paid by the state to

such private counsel from time to time during the pendency of the civil

action or proceeding subject to certification that the individual is

entitled to representation under the terms and conditions of this

section by the chairman of the board of directors of the corporation

upon the audit and warrant of the comptroller. The provisions of this

subdivision shall be in addition to and shall not supplant any

indemnification or other benefits heretofore or hereafter conferred upon

directors, officers or employees of and representatives to the

corporation by section seventeen of the public officers law, by action

of the corporation, or otherwise. The provisions of this subdivision

shall inure only to directors, officers and employees of and

representatives to the corporation, shall not enlarge or diminish the

rights of any other party, and shall not impair, limit or modify the

rights and obligations of any insurer under any policy of insurance.