28 – Other Provisions Affecting Indemnification of Directors and Officers.
§ 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 […]
29 – Insurance for Indemnification of Directors and Officers.
§ 29. Insurance for indemnification of directors and officers. (a) Subject to subdivision (b) of this section, a cooperative shall have power to purchase and maintain insurance: (1) to indemnify the cooperative for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this article, and […]
27 – Indemnification of Directors and Officers by a Court.
§ 27. Indemnification of directors and officers by a court. (a) Notwithstanding the failure of a cooperative to provide indemnification, and despite any contrary resolution of the board or of the members in the specific case under section twenty-six of this article, indemnification shall be awarded by a court to the extent authorized under section […]
19-A – Conflict of Interest Policy.
§ 19-a. Conflict of interest policy. (a) Except as provided in subdivision (d) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a conflict of interest policy to ensure that its directors, officers and employees act in the cooperative’s best interest and comply with […]
19-B – Whistleblower Policy.
§ 19-b. Whistleblower policy. (a) Except as provided in subdivision (c) of this section, the board of every rural electric cooperative shall adopt, and oversee the implementation of, and compliance with, a whistleblower policy to protect from retaliation persons who report suspected improper conduct. Such policy shall provide that no director, officer or employee of […]
20 – Districts.
§ 20. Districts. The by-laws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of directors and the election and functioning of district delegates. In such case the by-laws shall prescribe the boundaries […]
21 – Officers.
§ 21. Officers. The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of directors. When a person holding any such office ceases to be a director he shall cease to hold such office. The offices of secretary and of treasurer […]
22 – Liability of Directors in Certain Cases.
§ 22. Liability of directors in certain cases. (a) Directors of a cooperative who vote for or concur in any of the following corporate actions shall be jointly and severally liable to the cooperative for the benefit of its creditors or members or the ultimate beneficiaries of its activities, to the extent of any injury […]
23 – Action Against Directors and Officers for Misconduct.
§ 23. Action against directors and officers for misconduct. (a) An action may be brought against one or more directors or officers of a cooperative to procure a judgment for the following relief: (1) To compel the defendant to account for his or her official conduct in the following cases: (i) The neglect of, or […]
24 – Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
§ 24. Nonexclusivity of statutory provisions for indemnification of directors and officers. The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, whether contained in the certificate […]