Section 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  twenty-five  of  this  article,  and  subdivision (a) of
  section twenty-six of this article. Application therefor may be made, in
  every case, either:
    (1) in the civil action or  proceeding  in  which  the  expenses  were
  incurred or other amounts were paid, or
    (2)  to  the supreme court in a separate proceeding, in which case the
  application shall set forth the disposition of any previous  application
  made  to  any  court  for the same or similar relief and also reasonable
  cause for the failure to make application for such relief in the  action
  or  proceeding in which the expenses were incurred or other amounts were
  paid.
    (b) The application shall be made in such manner and form  as  may  be
  required by the applicable rules of court or, in the absence thereof, by
  direction  of  a  court  to which it is made.  Such application shall be
  upon notice to the corporation. The court may also direct that notice be
  given at the expense of the cooperative to the members  and  such  other
  persons as it may designate in such manner as it may require.
    (c)  Where indemnification is sought by judicial action, the court may
  allow a person such  reasonable  expenses,  including  attorneys'  fees,
  during  the  pendency  of  the litigation as are necessary in connection
  with his or her defense therein,  if  the  court  shall  find  that  the
  defendant  has  by  his  or  her  pleadings  or during the course of the
  litigation raised genuine issues of fact or law.