NY Rural Elec Coop L § 25 (2021)
2021 New York Laws REL - Rural Electric Cooperative Article 2 - Purpose; Organization and Management; Powers 25 - Authorization for Indemnification of Directors and Officers.

§ 25. Authorization for indemnification of directors and officers. (a) A  cooperative may indemnify any person, made, or threatened to be made, a party to an action or proceeding other than one by or in the right  of the  cooperative  to  procure  a judgment in its favor, whether civil or criminal,  including  an  action  by  or  in  the  right  of  any  other corporation   of   any  type  or  kind,  domestic  or  foreign,  or  any partnership, joint  venture,  trust,  employee  benefit  plan  or  other enterprise,  which  any director or officer of the cooperative served in any capacity at the request of the cooperative, by reason  of  the  fact that  he  or  she,  his  or her testator or intestate, was a director or officer  of  the  corporation,  or  served   such   other   corporation, partnership,  joint  venture,  trust,  employee  benefit  plan  or other enterprise in any capacity, against judgments, fines,  amounts  paid  in settlement  and  reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action  or  proceeding,  or any  appeal  therein,  if such director or officer acted, in good faith, for a purpose which he or she reasonably believed to be in, or,  in  the case  of  service  for  any  other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise,  not  opposed to,  the  best  interests of the cooperative and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his or her conduct was unlawful.  (b) The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of  nolo  contendere, or  its  equivalent,  shall  not in itself create a presumption that any such director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of  service  for any other corporation or any partnership, joint venture, trust, employee benefit  plan or other enterprise, not opposed to, the best interests of the cooperative or that he or she had reasonable cause to  believe  that his or her conduct was unlawful.  (c)  A  cooperative may indemnify any person made, or threatened to be made, a party to an action by or in the  right  of  the  cooperative  to procure  a  judgment  in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the cooperative or is or was serving at the request of the cooperative as  a director  or  officer  of  any  other  corporation  of any type or kind, domestic or foreign, of any partnership, joint venture, trust,  employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred  by  him or her in connection with the defense or settlement of such action, or in connection with an appeal therein, if  such  director or  officer  acted,  in  good  faith,  for  a  purpose  which  he or she reasonably believed to be in, or, in the case of service for  any  other corporation  or  any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to,  the  best  interests  of  the cooperative, except that no indemnification under this subdivision shall be made in respect of (1) a threatened action, or a pending action which is  settled  or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to  be  liable  to  the cooperative  unless  and  only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application  that,  in  view  of  all  the circumstances  of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and  expenses  as the court deems proper.  (d)  For  the purpose of this action, a cooperative shall be deemed to have requested a person to serve an  employee  benefit  plan  where  the  performance  by such person of his or her duties to the cooperative also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on  a  person  with  respect  to  an  employee  benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance  of such person's duties for a purpose reasonably believed by such person to be  in  the  interest  of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not  opposed  to  the  best interests of the cooperative.