NY Not for Profit Corp L § 725 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 725 - Other Provisions Affecting Indemnification of Directors and Officers.

§ 725. Other  provisions  affecting  indemnification  of  directors  and           officers.  (a) All expenses incurred in defending a civil or criminal  action  or proceeding  which are advanced by the corporation under paragraph (c) of section 723 (Payment of indemnification other than by  court  award)  or allowed  by  a court under paragraph (c) of section 724 (Indemnification of directors and officers by a court) 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.  (b) No indemnification, advancement or allowance shall be  made  under this article in any circumstance where it appears:  (1) That the indemnification would be inconsistent with the law of the jurisdiction  of  incorporation of a foreign corporation which prohibits or otherwise limits such indemnification; or  (2) That the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the members, 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  (3)  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.  (c)   If   any   expenses   or  other  amounts  are  paid  by  way  of indemnification, otherwise than by court order or action by the members, the corporation shall prepare 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, and  (1) Not later than the next annual meeting  of  members,  unless  such meeting  is held within three months from the date of such payment, and, in any event, within fifteen months of the date of such  payment,  shall mail the statement to its members of record entitled at the time to vote for the election of directors; or  (2)  If the corporation has no members, shall include the statement in the records of the corporation open to public inspection, or  (3) If the corporation  is  a  cemetery  corporation,  as  defined  in paragraph  (a)  of  section  1502  (Definitions),  which  term,  for the purposes of this section, shall include a religious  corporation  having members,  (i)  by  including the statement required by this paragraph or paragraph (d) of section 726 (Insurance for indemnification of directors and officers), as the case may be in the records of the corporation open to public inspection; (ii) by including the information required by  the statement  in any notice published pursuant to the provisions of section 605 (Notice of meeting of members), except as otherwise provided by law; (iii) by enclosing the statement with the notice of  annual  meeting  if such  notice  is  in fact mailed to the members; and (iv) by raising the issue for approval at the next annual meeting of the members.  (d) 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 members, 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 members of  record at the time entitled to vote for  the  election  of  directors  a statement  specifying  the  action  taken.  If  the  corporation  has no members,  the  statement  shall  be  included  in  the  records  of  the corporation open to public inspection.  (e)  The  provisions  of  this  article relating to indemnification of directors and officers and insurance therefor shall  apply  to  domestic corporations  and  foreign  corporations  conducting  activities in this state, except as  provided  in  section  1321  (Exemption  from  certain provisions).