2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 726 - Insurance for Indemnification of Directors and Officers.

§ 726. Insurance for indemnification of directors and officers.
(a)  Subject  to  paragraph  (b),  a  corporation  shall have power to
purchase and maintain insurance:
(1) To indemnify the corporation for any obligation which it incurs as
a result of the indemnification of  directors  and  officers  under  the
provisions of this article, and
(2) To indemnify directors and officers in instances in which they may
be  indemnified by the corporation under the provisions of this article,
and
(3) To indemnify directors and officers in instances in which they may
not otherwise be indemnified by the corporation under the provisions  of
this  article provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the  superintendent  of
financial services, for a retention amount and for co-insurance.
(b)  No  insurance  under  paragraph  (a) may provide for any payment,
other than cost of defense, to or on behalf of any director or officer:
(1) if a judgment or other final adjudication adverse to  the  insured
director  or  officer establishes that his acts of active and deliberate
dishonesty were material to the cause of action so adjudicated, or  that
he  personally  gained  in fact a financial profit or other advantage to
which he was not legally entitled, or
(2) in relation to any risk the insurance of which is prohibited under
the insurance law of this state.
(c) Insurance under any or all subparagraphs of paragraph (a)  may  be
included in a single contract or supplement thereto. Retrospective rated
contracts are prohibited.
(d) The corporation shall, within the time and to the persons provided
in   paragraph   (c)   of   section   725  (Other  provisions  affecting
indemnification of directors and officers), mail a statement in  respect
to  any  insurance  it  has  purchased  or  renewed  under this section,
specifying the insurance carrier, date of  the  contract,  cost  of  the
insurance,  corporate  positions insured, and a statement explaining all
sums, not previously reported in a statement to members, paid under  any
indemnification  insurance contract. Notwithstanding any other provision
of law, a cemetery corporation or a religious corporation having members
which purchases or renews any insurance under  this  section  after  the
effective  date  of the act which added this sentence to this paragraph,
which corporation had two  hundred  fifty  or  more  interments  in  the
calendar  year  preceding  such  purchase  or  renewal,  shall  mail the
statement required by this section to every person to whom a care notice
or solicitation for services has been sent during such calendar year and
to every person to whom a notice of annual  meeting  was  mailed  during
such  calendar  year, but in no event to less than ten per centum of the
lot owners of record during such calendar year. Such  corporation  shall
not  be  required  to  mail  such  statement during any subsequent year,
unless such corporation elects to mail notices of annual meeting to  its
members  in  which  event the statement shall be enclosed as provided in
clause (iii) of paragraph (c)  (3)  of  section  725  (Other  provisions
affecting  indemnification  of  directors  and  officers). A corporation
having less than two hundred  fifty  interments  in  the  calendar  year
preceding  such  purchase  or renewal shall not be required to mail such
statement unless such corporation  elects  to  mail  notices  of  annual
meeting to its members in which event the statement shall be enclosed as
provided  in  clause  (iii)  of  paragraph (c) (3) of section 725 (Other
provisions affecting indemnification of directors and officers).
(e) This section is the public policy of this state to spread the risk
of corporate management, notwithstanding any other  general  or  special

law  of  this  state or of any other jurisdiction, including the federal
government.