NY Banking L § 9009 (2021)
2021 New York Laws BNK - Banking Article 16 - General Provisions Applicable to Banking Non-Stock Corporations 9009 - Other Provisions Affecting Indemnification of Directors and Officers.

§ 9009.  Other  provisions  affecting indemnification of directors and officers. 1. All expenses incurred in  defending  a  civil  or  criminal action  or  proceeding  which  are  advanced  by  the  corporation under subdivision three of section nine thousand seven or allowed by  a  court under  subdivision  three of section nine thousand eight 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 corporation or allowed by the court exceed the indemnification to which he is entitled.   2. No indemnification, advancement or allowance shall  be  made  under this article in any circumstance where it appears:  (a) That the indemnification would be inconsistent with a provision of the  organization certificate, a by-law, a resolution of the board or of the shareholders, 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  (b) 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 settlement.   3.  If  any  expenses  or  other  amounts   are   paid   by   way   of indemnification,  otherwise  than  by  court  order  or  action  by  the shareholders, the corporation shall, not  later  than  the  next  annual meeting  of shareholders unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen  months from the date of such payment, mail to its shareholders of record at the time  entitled  to  vote  for  the  election  of  directors  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.   4. 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 corporation shall, not  later  than the  next  annual  meeting  of shareholders, 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 shareholders of record at the time entitled to vote for the election  of directors a statement specifying the action taken.   5.  No payment of indemnification, advancement or allowance under this article  shall  be  made  unless  a  notice  has  been  filed  with  the superintendent,  not  less  than  thirty  days  prior  to  such payment, specifying the persons to be paid, the amounts to be paid, the manner in which such payment was authorized, and the nature and status at the time of the notice of the litigation or threatened litigation.