Section 28 - Other provisions affecting indemnification of directors and officers(a) All expenses incurred in defending a civil or criminal action or proceeding which are advanced by the corporation under subdivision (c) of section twenty-six of this article or allowed by a court under subdivision (c) of section twenty-seven of this article 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 cooperative or allowed by the court exceed the indemnification to which he is entitled.(b) No indemnification, advancement or allowance shall be made under this article in any circumstance where it appears:(1) that the indemnification would be inconsistent with a provision of the certificate of incorporation, a by-law, a resolution of the board or of the members, 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(2) 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 set- tlement.(c) If any express or other amounts are paid by way of indemnification, otherwise than by court order or action by the members, the cooperative shall prepare 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, and not later than the next annual meeting of members, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months of the date of such payment, shall mail the statement to its members of record entitled at the time to vote for the election of directors.(d) 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 cooperative shall, not later than the next annual meeting of members, 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 members of record at the time entitled to vote for the election of directors a statement specifying the action taken.N.Y. Rural. Elec. Coop. Law § 28