NY Banking L § 7022 (2021)
2021 New York Laws BNK - Banking Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies Title 7 - Directors and Officers 7022 - Other Provisions Affecting Indemnification of Directors and Officers.

§ 7022.  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 seven thousand twenty or allowed by a court under subdivision three of section seven thousand  twenty-one  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 stockholders, 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  stockholders,  the corporation   shall,   not   later  than  the  next  annual  meeting  of stockholders 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 stockholders 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.