N.Y. REL Law § 24

§ 24. Nonexclusivity of statutory provisions for indemnification of\ndirectors and officers. The indemnification and advancement of expenses\ngranted pursuant to, or provided by, this article shall not be deemed\nexclusive of any other rights to which a director or officer seeking\nindemnification or advancement of expenses may be entitled, whether\ncontained in the certificate of incorporation or the by-laws or, when\nauthorized by such certificate of incorporation or by-laws, (a) a\nresolution of members, (b) a resolution of directors, or (c) an\nagreement providing for such indemnification, provided that no\nindemnification may be made to or on behalf of any director or officer\nif a judgment or other final adjudication adverse to the director or\nofficer establishes that his or her acts were committed in bad faith or\nwere the result of active and deliberate dishonesty and were material to\nthe cause of action so adjudicated, or that he or she personally gained\nin fact a financial profit or other advantage to which he or she was not\nlegally entitled. Nothing contained in this article shall affect any\nrights to indemnification to which corporate personnel other than\ndirectors and officers may be entitled by contract or otherwise under\nlaw.\n