N.Y. Rural Electric Cooperative Law § 24: Nonexclusivity of statutory provisions for indemnification of directors and officers

§ 24. Nonexclusivity of statutory provisions for indemnification of

directors and officers. The indemnification and advancement of expenses

granted pursuant to, or provided by, this article shall not be deemed

exclusive of any other rights to which a director or officer seeking

indemnification or advancement of expenses may be entitled, whether

contained in the certificate of incorporation or the by-laws or, when

authorized by such certificate of incorporation or by-laws, (a) a

resolution of members, (b) a resolution of directors, or (c) an

agreement providing for such indemnification, provided that no

indemnification may be made to or on behalf of any director or officer

if a judgment or other final adjudication adverse to the director or

officer establishes that his or her acts were committed in bad faith or

were the result of active and deliberate dishonesty and were material to

the cause of action so adjudicated, or that he or she personally gained

in fact a financial profit or other advantage to which he or she was not

legally entitled. Nothing contained in this article shall affect any

rights to indemnification to which corporate personnel other than

directors and officers may be entitled by contract or otherwise under

law.