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

                                  2363

                       2013-2014 Regular Sessions

                          I N  A S S E M B L Y

                            January 14, 2013
                               ___________

Introduced by M. of A. TITONE -- 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.
                                                           LBD03852-01-3

              

A. 2363                             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, 2014.