2023 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.