S T A T E   O F   N E W   Y O R K
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                                  4733

                       2011-2012 Regular Sessions

                          I N  A S S E M B L Y

                            February 7, 2011
                               ___________

Introduced  by M. of A. TITONE, TOBACCO -- read once and referred to the
  Committee on Corporations, Authorities and Commissions

AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
  requiring certificates of incorporation of not-for-profit corporations
  to  include  certifications  that  the initial directors of the corpo-
  ration shall commit to the inclusion in the corporation  bylaws  of  a
  conflict  of interest policy and shall include in the corporate bylaws
  a requirement that the directors and officers of the corporation shall
  comply with education requirements  regarding  their  fiduciary  obli-
  gations to the corporation

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Subdivision (a) of section 402 of the not-for-profit corpo-
ration law is amended by adding two new paragraphs 9 and 10 to  read  as
follows:
  (9) A CERTIFICATION THAT THE INITIAL DIRECTORS OF THE CORPORATION HAVE
INCLUDED  IN  THE  CORPORATE  BYLAWS,  AND  WILL ABIDE BY, A CONFLICT OF
INTEREST POLICY WHICH: (I) PROHIBITS THE DIRECTORS AND  EXECUTIVE  OFFI-
CERS  OF  THE  CORPORATION  FROM BEING INVOLVED IN DECISIONS RELATING TO
BUSINESS BETWEEN THE CORPORATION AND  ANY  OTHER  NOT-FOR-PROFIT  CORPO-
RATION  OF WHICH THE OFFICER OR DIRECTOR, HIS OR HER SPOUSE OR ANY OTHER
DISQUALIFIED PERSON IS A DIRECTOR OR OFFICER;  AND  (II)  REQUIRES  EACH
DIRECTOR  AND  EXECUTIVE  OFFICER  OF  THE CORPORATION TO CERTIFY TO THE
CORPORATION THAT HE OR SHE IS NOT AFFILIATED WITH ANOTHER NOT-FOR-PROFIT
CORPORATION WHICH MAY DO BUSINESS WITH THE CORPORATION OR, IF HE OR  SHE
IS OR BECOMES SO AFFILIATED, TO PROMPTLY DISCLOSE TO THE CORPORATION THE
EXISTENCE  OF  SUCH  AFFILIATION.  AS  USED HEREIN "DISQUALIFIED PERSON"
MEANS THE FAMILY OF A DIRECTOR  OR  EXECUTIVE  OFFICER,  INCLUDING  SUCH
PERSON'S  SPOUSE,  PARENT, SIBLING, CHILD, GRANDCHILD, GREAT-GRANDCHILD,
AND THE SPOUSE OF ANY SIBLING, CHILD, GRANDCHILD OR GREAT-GRANDCHILD.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD03827-01-1

              

A. 4733                             2

  (10) A CERTIFICATION THAT THE EXECUTIVE OFFICERS  OF  THE  CORPORATION
HAVE  INCLUDED IN THE CORPORATE BYLAWS, AND WILL ABIDE BY, A REQUIREMENT
THAT:  (I) THE EXECUTIVE OFFICERS OF THE CORPORATION SHALL,  WITHIN  SIX
MONTHS  OF  THE  DATE  OF  INCORPORATION AND EVERY TWO YEARS THEREAFTER,
ATTEND  AND COMPLETE A COURSE, AT LEAST THREE HOURS IN LENGTH, CONDUCTED
BY AN ATTORNEY  OR  CERTIFIED  PUBLIC  ACCOUNTANT,  WHICH  COURSE  SHALL
INSTRUCT  SUCH  OFFICERS IN THEIR FIDUCIARY RESPONSIBILITIES AS OFFICERS
OF THE CORPORATION; AND (II) THAT THE  CORPORATION  SHALL  MAINTAIN,  AS
PART  OF THE CORPORATE BOOKS AND RECORDS, A RECORD OF THE DATE, LOCATION
AND LENGTH OF THE COURSES ATTENDED BY THE EXECUTIVE OFFICERS,  INCLUDING
THE  NAMES  OF  THE  ATTENDEES,  THE COURSE PRESENTER AND THE SPONSORING
EDUCATION PROVIDER ENTITY,  AND  THE  SIGNATURES  OF  THE  OFFICERS  WHO
ATTENDED THE PROGRAM.
  S 2. This act shall take effect January 1, 2012.