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.