N.Y. Rural Electric Cooperative Law § 28: Other provisions affecting indemnification of directors and officers

§ 28. Other provisions affecting indemnification of directors and

officers. (a) All expenses incurred in defending a civil or criminal

action or proceeding which are advanced by the corporation under

subdivision (c) of section twenty-six of this article or allowed by a

court under subdivision (c) of section twenty-seven of this article

shall be repaid in case the person receiving such advancement or

allowance is ultimately found, under the procedure set forth in this

article, not to be entitled to indemnification or, where indemnification

is granted, to the extent the expenses so advanced by the cooperative or

allowed by the court exceed the indemnification to which he is entitled.

(b) No indemnification, advancement or allowance shall be made under

this article in any circumstance where it appears:

(1) that the indemnification would be inconsistent with a provision of

the certificate of incorporation, a by-law, a resolution of the board or

of the members, an agreement or other proper corporate action, in effect

at the time of the accrual of the alleged cause of action asserted in

the threatened or pending action or proceeding in which the expenses

were incurred or other amounts were paid, which prohibits or otherwise

limits indemnification; or

(2) if there has been a settlement approved by the court, that the

indemnification would be inconsistent with any condition with respect to

indemnification expressly imposed by the court in approving the set-

tlement.

(c) If any express or other amounts are paid by way of

indemnification, otherwise than by court order or action by the members,

the cooperative shall prepare a statement specifying the persons paid,

the amounts paid, and the nature and status at the time of such payment

of the litigation or threatened litigation, and not later than the next

annual meeting of members, unless such meeting is held within three

months from the date of such payment, and, in any event, within fifteen

months of the date of such payment, shall mail the statement to its

members of record entitled at the time to vote for the election of

directors.

(d) If any action with respect to indemnification of directors and

officers is taken by way of amendment of the by-laws, resolution of

directors, or by agreement, then the cooperative shall, not later than

the next annual meeting of members, unless such meeting is held within

three months from the date of such action, and, in any event, within

fifteen months from the date of such action, mail to its members of

record at the time entitled to vote for the election of directors a

statement specifying the action taken.