N.Y. BNK Law § 7020

§ 7020. Payment of indemnification other than by court award. 1. A\nperson who has been successful, on the merits or otherwise, in the\ndefense of a civil or criminal action or proceeding of the character\ndescribed in section seven thousand nineteen shall be entitled to\nindemnification as authorized in such section.\n 2. Except as provided in subdivision one, any indemnification under\nsection seven thousand nineteen or otherwise permitted by section seven\nthousand eighteen, unless ordered by a court under section seven\nthousand twenty-one, shall be made by the corporation, only if\nauthorized in the specific case:\n (a) By the board acting by a quorum consisting of directors who are\nnot parties to such action or proceeding upon a finding that the\ndirector or officer has met the standard of conduct set forth in section\nseven thousand nineteen or established pursuant to section seven\nthousand eighteen, as the case may be, or,\n (b) If a quorum under paragraph (a) is not obtainable or, even if\nobtainable, a quorum of disinterested directors so directs:\n (i) By the board upon the opinion in writing of independent legal\ncounsel that indemnification is proper in the circumstances because the\napplicable standard of conduct set forth in such sections has been met\nby such director or officer, or\n (ii) By the stockholders upon a finding that the director or officer\nhas met the applicable standard of conduct set forth in such sections.\n 3. Expenses incurred in defending a civil or criminal action or\nproceeding may be paid by the corporation in advance of the final\ndisposition of such action or proceeding upon receipt of an undertaking\nby or on behalf of such director or officer to repay such amount as, and\nto the extent, required by subdivision one of section seven thousand\ntwenty-two.\n