N.Y. REL Law § 25 — New York Code / Act REL / Article 2 / Section 25
Authorization for indemnification of directors and officers
Status: in_force

§ 25. Authorization for indemnification of directors and officers. (a)\nA cooperative may indemnify any person, made, or threatened to be made,\na party to an action or proceeding other than one by or in the right of\nthe cooperative to procure a judgment in its favor, whether civil or\ncriminal, including an action by or in the right of any other\ncorporation of any type or kind, domestic or foreign, or any\npartnership, joint venture, trust, employee benefit plan or other\nenterprise, which any director or officer of the cooperative served in\nany capacity at the request of the cooperative, by reason of the fact\nthat he or she, his or her testator or intestate, was a director or\nofficer of the corporation, or served such other corporation,\npartnership, joint venture, trust, employee benefit plan or other\nenterprise in any capacity, against judgments, fines, amounts paid in\nsettlement and reasonable expenses, including attorneys' fees actually\nand necessarily incurred as a result of such action or proceeding, or\nany appeal therein, if such director or officer acted, in good faith,\nfor a purpose which he or she reasonably believed to be in, or, in the\ncase of service for any other corporation or any partnership, joint\nventure, trust, employee benefit plan or other enterprise, not opposed\nto, the best interests of the cooperative and, in criminal actions or\nproceedings, in addition, had no reasonable cause to believe that his or\nher conduct was unlawful.\n  (b) The termination of any such civil or criminal action or proceeding\nby judgment, settlement, conviction or upon a plea of nolo contendere,\nor its equivalent, shall not in itself create a presumption that any\nsuch director or officer did not act, in good faith, for a purpose which\nhe or she reasonably believed to be in, or, in the case of service for\nany other corporation or any partnership, joint venture, trust, employee\nbenefit plan or other enterprise, not opposed to, the best interests of\nthe cooperative or that he or she had reasonable cause to believe that\nhis or her conduct was unlawful.\n  (c) A cooperative may indemnify any person made, or threatened to be\nmade, a party to an action by or in the right of the cooperative to\nprocure a judgment in its favor by reason of the fact that he or she,\nhis or her testator or intestate, is or was a director or officer of the\ncooperative or is or was serving at the request of the cooperative as a\ndirector or officer of any other corporation of any type or kind,\ndomestic or foreign, of any partnership, joint venture, trust, employee\nbenefit plan or other enterprise, against amounts paid in settlement and\nreasonable expenses, including attorneys' fees, actually and necessarily\nincurred by him or her in connection with the defense or settlement of\nsuch action, or in connection with an appeal therein, if such director\nor officer acted, in good faith, for a purpose which he or she\nreasonably believed to be in, or, in the case of service for any other\ncorporation or any partnership, joint venture, trust, employee benefit\nplan or other enterprise, not opposed to, the best interests of the\ncooperative, except that no indemnification under this subdivision shall\nbe made in respect of (1) a threatened action, or a pending action which\nis settled or otherwise disposed of, or (2) any claim, issue or matter\nas to which such person shall have been adjudged to be liable to the\ncooperative unless and only to the extent that the court in which the\naction was brought, or, if no action was brought, any court of competent\njurisdiction, determines upon application that, in view of all the\ncircumstances of the case, the person is fairly and reasonably entitled\nto indemnity for such portion of the settlement amount and expenses as\nthe court deems proper.\n  (d) For the purpose of this action, a cooperative shall be deemed to\nhave requested a person to serve an employee benefit plan where the\nperformance by such person of his or her duties to the cooperative also\nimposes duties on, or otherwise involves services by, such person to the\nplan or participants or beneficiaries of the plan; excise taxes assessed\non a person with respect to an employee benefit plan pursuant to\napplicable law shall be considered fines; and action taken or omitted by\na person with respect to an employee benefit plan in the performance of\nsuch person's duties for a purpose reasonably believed by such person to\nbe in the interest of the participants and beneficiaries of the plan\nshall be deemed to be for a purpose which is not opposed to the best\ninterests of the cooperative.\n