State Codes and Statutes

Statutes > New-york > Rel > Article-2 > 28

§ 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.

State Codes and Statutes

Statutes > New-york > Rel > Article-2 > 28

§ 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.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Rel > Article-2 > 28

§ 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.