2023 New York Laws › REL - Rural Electric Cooperative › Article 2 - Purpose; Organization and Management; Powers › 25 - Authorization for Indemnification of Directors and Officers.

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