§ 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.