2023 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.