NY Not for Profit Corp L § 722 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 722 - Authorization for Indemnification of Directors and Officers.

§ 722. Authorization for indemnification of directors and officers.  (a)  A corporation 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  corporation  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 kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or  other  enterprise,  which  any director  or  officer  of  the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his  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 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 corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his 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 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  corporation  or  that  he  had reasonable cause to believe that his conduct was unlawful.  (c) A corporation may indemnify any person made, or threatened  to  be made,  a  party  to  an  action by or in the right of the corporation to procure a judgment in its favor by reason  of  the  fact  that  he,  his testator  or  intestate,  is  or  was  a  director  or  officer  of  the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation of any  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  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 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  corporation, except that no indemnification under this paragraph 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 corporation, 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 section, a corporation shall be deemed to have requested a person to serve an  employee  benefit  plan  where  the performance by such person of his duties to the corporation 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 corporation.