senate Bill S5115A

2013-2014 Legislative Session

Prohibits certain individuals from receiving compensation from public charities; requires reasonable compensation when allowed; establishes the state board training

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Archive: Last Bill Status - In Committee


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor

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Actions

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jun 20, 2014 committed to rules
May 19, 2014 advanced to third reading
May 14, 2014 2nd report cal.
May 13, 2014 1st report cal.676
Apr 28, 2014 print number 5115a
amend and recommit to investigations and government operations
Jan 08, 2014 referred to investigations and government operations
May 10, 2013 referred to investigations and government operations

Votes

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May 13, 2014 - Investigations and Government Operations committee Vote

S5115A
8
0
committee
8
Aye
0
Nay
1
Aye with Reservations
0
Absent
0
Excused
0
Abstained
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Investigations and Government Operations Committee Vote: May 13, 2014

aye wr (1)

Bill Amendments

Original
A (Active)
Original
A (Active)

S5115 - Bill Details

See Assembly Version of this Bill:
A2118A
Current Committee:
Law Section:
Executive Law
Laws Affected:
Amd §63, Exec L; amd N-PC L, generally; add §97-j, St Fin L
Versions Introduced in 2011-2012 Legislative Session:
S7565, A10508

S5115 - Bill Texts

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Prohibits officers and family members of such officers of public charities from receiving compensation; requires reasonable compensation when allowed; sets certain compensation; establishes the state board training consortium; establishes the state board training consortium fund; increases certain filing fees to fund the state board training consortium fund.

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BILL NUMBER:S5115

TITLE OF BILL: An act to amend the executive law and not-for-profit
corporation law, in relation to prohibiting certain individuals from
receiving compensation from public charities; requires reasonable
compensation when allowed; establishes the state board training
consortium; and to amend the state finance law, in relation to
establishing the state board training consortium fund

PURPOSE:

To provide clear and concise requirements and procedures to ensure
that compensation paid to executives at not-for-profits funded by the
State are reasonable and not excessive.

SUMMARY OF PROVISIONS:

Section one adds a new subdivision 16 to section 63 of the executive
law to authorize the Attorney General to make inquiry into any
documents prepared for compliance with section 727 of the
not-for-profit corporation law, relating to the compensation of
executives.

Section two amends subparagraph 12 of subparagraph (a) of the
not-for-profit corporation law ("NPCL") to state that compensation is
subject, where applicable, to section 727 of the not-for-profit
corporation law.

Section three amends section 701 of the NPCL to disqualify employees
and their relatives from sitting on the board of the directors of the
corporation where they are employed.

Section four amends paragraph (a) of section 702 of the NPCL to
provide that not-for-profit corporations with annual gross receipts in
an amount that would trigger an audit and not-for-profit corporations
with annual gross receipts equal to or above 5250,000 must have at
least five directors on their board.

Section five amends paragraph (a) of section 706 of the NPCL to
clarify that removal of directors for cause is to include violations
of NPCL 717, duty of directors and officers, or violation of the
bylaws or violation of the conflict of interest policy contained in
the bylaws.

Section six amends NPCL 708, action by the board, to allow for
Unanimous Consent in Lieu of a Meeting to occur via Email delivery.

Section seven amends NPCL 711, notice of meetings of the board, to
allow for Email delivery.

Section eight amends NPCL 712 to disallow the Executive Committee from
fixing the compensation of directors, officers, staff or agents of the
corporation, making this a full board function.

Section nine amends NPCL 713, to disallow officers from receiving
compensation and to disallow them from holding more than one office.


Section ten amends NPCL 713 to law to disqualify employees and their
relatives from being compensated for fulfillment of their duties
toward the corporation.

Sections eleven and twelve amend NPCL 715 to allow the board to fix
director compensation for private foundations only and to disallow the
fixing of compensation for directors for public charities, and to
disallow the compensation of officers at public charities.

Section thirteen amends NPCL 717 to mandate that if there is
compensation that said compensation must be reasonable and be subject
to the new Section 727.

Sections fourteen and fifteen amend NPCL 719 to append joint and
several liability to directors who vote for excess compensation and to
call for subrogation of their rights to the corporation if there is a
reimbursement or penalty.

Section sixteen amends NPCL 720 to make it actionable against the
director for not following the new Section 727.

Section seventeen adds a new section 727 to the NPCL. It defines
compensation to match the IRS definition surrounding "excess benefit
transactions," while also matching the testing analysis and the
individuals subject to the test who are paid by the corporation, while
also exempting from the testing any paid staffer at a nonprofit who
paid at or below the Level I of the Rates of Basic Pay for Executives
Schedule promulgated by the US OPM. It also calls for testing as to
whether compensation is reasonable or not for any salaries over this
standard, with the testing being done in-house and only made available
upon request of the AG or if there is a lawsuit alleging payment of
excess benefits.

Section eighteen amends section 104-A of the NPCL to increase various
filing fees by ten dollars.

Section nineteen amends section 116 of the NPCL to create the state
board training consortium.

Section twenty amends section 97-j of the state finance law to create
the state board training, consortium fund.

Section twenty-one provides the effective date.

JUSTIFICATION:

This legislation will enhance public trust and accountability in New
York State's public charities, and improve their sustainability in
serving our communities. It takes a targeted, balanced and fair
approach to the issues associated with public charities' compensation
and promotes self-regulating accountability by public charities'
boards. It imposes workable, necessary restrictions on public
charities' staff expenditures and enhances board responsibilities,
while avoiding the imposition of undue burdens on small public
charities.

LEGISLATIVE HISTORY:


2011-12: S. 7565 Investigations and Government Operations/A. 10508
Government Operations

FISCAL IMPLICATIONS:

None.

EFFECTIVE DATE:

This act shall take effect on the one hundred eightieth day after it
shall have become law.

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

                                  5115

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                              May 10, 2013
                               ___________

Introduced  by  Sen.  MARCELLINO  -- read twice and ordered printed, and
  when printed to be committed to the Committee  on  Investigations  and
  Government Operations

AN ACT to amend the executive law and not-for-profit corporation law, in
  relation  to  prohibiting  certain  individuals from receiving compen-
  sation from public charities; requires  reasonable  compensation  when
  allowed; establishes the state board training consortium; and to amend
  the  state  finance  law,  in relation to establishing the state board
  training consortium fund

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

  Section  1. Section 63 of the executive law is amended by adding a new
subdivision 16 to read as follows:
  16. MAKE INQUIRY INTO  ANY  DOCUMENTS  PREPARED  UNDER  SECTION  SEVEN
HUNDRED  TWENTY-SEVEN  OF THE NOT-FOR-PROFIT CORPORATION LAW FOR COMPLI-
ANCE WITH THAT SECTION, BUT NOT MORE THAN ANNUALLY, AND RESPOND  TO  ANY
INQUIRY  REFERRED TO UNDER SUCH SECTION SEVEN HUNDRED TWENTY-SEVEN OFFI-
CIALLY WITHIN NINETY DAYS OF RECEIPT.
  S 2. Subparagraph 12 of paragraph (a) of section 202 of  the  not-for-
profit corporation law is amended to read as follows:
  (12)  To  elect or appoint officers, employees and other agents of the
corporation, define their duties, fix their reasonable compensation  and
the  reasonable  compensation  of  directors, and to indemnify corporate
personnel.  Such  compensation  shall  be  commensurate  with   services
performed  AND SUBJECT, WHERE APPLICABLE, TO SECTION SEVEN HUNDRED TWEN-
TY-SEVEN (COMPENSATION OF EXECUTIVES).
  S 3. Section 701 of the not-for-profit corporation law is  amended  by
adding a new paragraph (c) to read as follows:
  (C)  AN  EMPLOYEE  OR A SPOUSE, DOMESTIC PARTNER, SIBLING (BY WHOLE OR
HALF BLOOD), SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE  OR  HALF
BLOOD),  CHILD,  GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE OR DOMESTIC

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05072-02-3

S. 5115                             2

PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE EMPLOYEE  AT
A  PUBLIC  CHARITY,  AS THAT TERM MAY BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, MAY NOT QUALIFY TO SIT ON THE BOARD OF DIREC-
TORS OF THE CORPORATION WHERE THEY ARE EMPLOYED REGARDLESS OF ANY STATE-
MENT  TO  THE  CONTRARY IN THE CERTIFICATE OF INCORPORATION OR BYLAWS OF
THE CORPORATION. THE CERTIFICATE OF INCORPORATION  OR  THE  BYLAWS  MAY,
HOWEVER,  PROVIDE  FOR AN EMPLOYEE AT A PUBLIC CHARITY, AS THAT TERM MAY
BE DEFINED BY THE INTERNAL REVENUE  SERVICE  FROM  TIME-TO-TIME,  TO  BE
EX-OFFICIO, A NON-VOTING MEMBER OF THE BOARD OF DIRECTORS.
  S  4.  Paragraph  (a) of section 702 of the not-for-profit corporation
law is amended to read as follows:
  (a) [The] FOR NOT-FOR-PROFIT CORPORATIONS WITH ANNUAL  GROSS  RECEIPTS
IN  AN AMOUNT THAT WOULD TRIGGER AN AUDIT BY A CERTIFIED PUBLIC ACCOUNT-
ANT, THE number of directors constituting the entire board shall be  not
less  than    FIVE,  OTHERWISE  THE  ENTIRE BOARD SHALL NOT BE LESS THAN
three.  Subject to such limitation, such number  may  be  fixed  by  the
by-laws  or,  in  the case of a corporation having members, by action of
the members or of the board under the specific provisions  of  a  by-law
adopted by the members. [If] FOR NOT-FOR-PROFIT CORPORATIONS WITH ANNUAL
GROSS  RECEIPTS EQUAL TO OR ABOVE TWO HUNDRED FIFTY THOUSAND DOLLARS, IF
not otherwise fixed under this paragraph, the number  shall  be    FIVE,
OTHERWISE  IT  SHALL  BE  three. As used in this article, "entire board"
means the total number of directors entitled to vote  which  the  corpo-
ration would have if there were no vacancies.
  S  5.  Paragraph  (a) of section 706 of the not-for-profit corporation
law is amended to read as follows:
  (a) Except as limited in paragraph (c) OF THIS SECTION, any or all  of
the  directors  may be removed for cause, WHICH IS EITHER A VIOLATION OF
THE BYLAWS, THE DUTY OF DIRECTORS AND OFFICERS OF SECTION SEVEN  HUNDRED
SEVENTEEN  (COMPENSATION  OF EXECUTIVES), OR AS OTHERWISE DEFINED IN THE
BYLAWS IN THE WRITTEN CONFLICT OF INTEREST POLICY OF THE CORPORATION, by
vote of the members, or by vote of the directors  provided  there  is  a
quorum  of  not less than a majority present at the meeting of directors
at which such action is taken.
  S 6. Paragraph (b) of section 708 of  the  not-for-profit  corporation
law, as amended by chapter 92 of the laws of 1983, is amended to read as
follows:
  (b) Unless otherwise restricted by the certificate of incorporation or
the  by-laws,  any action required or permitted to be taken by the board
or any committee thereof may be taken without a meeting if  all  members
of  the  board  or the committee consent in writing to the adoption of a
resolution authorizing the action,  WHERE  SAID  WRITING,  OR  UNANIMOUS
CONSENT  IN  LIEU OF A MEETING, IS DELIVERED, SUBMITTED AND SIGNED SEPA-
RATELY BY ALL MEMBERS OF THE BOARD OR THE  COMMITTEE  AND  SUBMITTED  BY
ELECTRONIC-MAIL,  OR  OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED
RECEIPT, OR SIMILAR MESSAGE ATTACHED, DEMONSTRATING THAT  THE  UNANIMOUS
CONSENT  IN LIEU OF A MEETING WAS INDEED DELIVERED PROPERLY.  The resol-
ution and the written consents thereto by the members of  the  board  or
committee  shall  be  filed  with  the minutes of the proceedings of the
board or committee.
  S 7. Paragraphs (b) and (d)  of  section  711  of  the  not-for-profit
corporation law are amended to read as follows:
  (b)  The by-laws may prescribe what shall constitute notice of meeting
of the board, OR WAIVER OF NOTICE, AND MAY BE DELIVERED VIA  ELECTRONIC-
MAIL,  OR OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED RECEIPT, OR
SIMILAR MESSAGE ATTACHED, DEMONSTRATING THAT THE NOTICE,  OR  WAIVER  OF

S. 5115                             3

NOTICE,  WAS  INDEED  DELIVERED PROPERLY. A notice, or waiver of notice,
need not specify the purpose of any regular or special  meeting  of  the
board, unless required by the by-laws.
  (d)  A  majority  of the directors present, whether or not a quorum is
present, may adjourn any meeting to  another  time  and  place.  If  the
by-laws  so provide, notice of any adjournment of a meeting of the board
to another time or place shall be given to the directors  who  were  not
present   at   the   time  of  the  adjournment,  AND  MAY  BE  DONE  BY
ELECTRONIC-MAIL, OR OTHER ELECTRONIC MEANS WITH AN  ELECTRONIC  RETURNED
RECEIPT,  OR SIMILAR MESSAGE ATTACHED, DEMONSTRATING THAT THE NOTICE, OR
WAIVER OF NOTICE, WAS INDEED DELIVERED PROPERLY, and, unless  such  time
and place are announced at the meeting, to the other directors.
  S  8.  Subparagraph  3 of paragraph (a) of section 712 of the not-for-
profit corporation law is amended to read as follows:
  (3) The fixing of compensation of the directors OR OFFICERS for  serv-
ing on the board or on any committee, AND THE FIXING OF COMPENSATION FOR
KEY  EMPLOYEES,  AS  THAT  TERM  MAY  BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, OR OTHER AGENTS OF  THE  CORPORATION  AT  ANY
TIME.
  S  9.  Paragraph  (a) of section 713 of the not-for-profit corporation
law is amended to read as follows:
  (a) The board may elect or appoint a president, one or more  vice-pre-
sidents,  a secretary and a treasurer, and such other officers as it may
determine, or as may be provided in the by-laws. These officers  may  be
designated  by  such  alternate titles as may be provided in the certif-
icate of incorporation or the by-laws.  [Any] NO two or more offices may
be held by the same person[, except the offices of president and  secre-
tary, or the offices corresponding thereto].
  S  10. Section 713 of the not-for-profit corporation law is amended by
adding a new paragraph (f) to read as follows:
  (F) AN OFFICER OR A SPOUSE, DOMESTIC PARTNER,  SIBLING  (BY  WHOLE  OR
HALF  BLOOD),  SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE OR HALF
BLOOD), CHILD, GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE  OR  DOMESTIC
PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE OFFICER AT A
PUBLIC  CHARITY,  AS  THAT  TERM  MAY BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, MAY NOT RECEIVE COMPENSATION OR  REMUNERATION
OF  ANY KIND WHATSOEVER, EXCEPT TO BE REIMBURSED FOR REASONABLE EXPENSES
IN THE FULFILLMENT OF THEIR DUTIES TOWARD THE  CORPORATION,  WHERE  SAID
PROHIBITION CANNOT BE CONTRAVENED IN THE CERTIFICATE OF INCORPORATION OR
BY-LAWS OF THE CORPORATION.
  S  11.  Paragraph (e) of section 715 of the not-for-profit corporation
law, as amended by chapter 847 of the laws of 1970, is amended  to  read
as follows:
  (e)  Unless  otherwise provided in the certificate of incorporation or
the by-laws, the board shall have authority to fix the  compensation  of
directors  OF  A  PRIVATE FOUNDATION, AS THAT TERM MAY BE DEFINED BY THE
INTERNAL REVENUE SERVICE FROM TIME-TO-TIME, for services in any  capaci-
ty.  AT  NO TIME MAY THE DIRECTORS OF A PUBLIC CHARITY, AS THAT TERM MAY
BE DEFINED BY THE INTERNAL REVENUE SERVICE  FROM  TIME-TO-TIME,  RECEIVE
COMPENSATION  OR REMUNERATION OF ANY KIND WHATSOEVER, EXCEPT TO BE REIM-
BURSED FOR REASONABLE EXPENSES IN THE FULFILLMENT OF THEIR DUTIES TOWARD
THE CORPORATION, WHERE SAID PROHIBITION CANNOT  BE  CONTRAVENED  IN  THE
CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE CORPORATION.
  S  12.  Paragraph (f) of section 715 of the not-for-profit corporation
law, as amended by chapter 1057 of the laws of 1971, is amended to  read
as follows:

S. 5115                             4

  (f) The fixing of salaries of officers, [if not done in or pursuant to
the  by-laws,  shall  require  the affirmative vote of a majority of the
entire board unless a higher proportion is set  by  the  certificate  of
incorporation  or  by-laws]  IN  PUBLIC  CHARITIES,  AS THAT TERM MAY BE
DEFINED  BY  THE INTERNAL REVENUE SERVICE FROM TIME-TO-TIME, IS STRICTLY
PROHIBITED.
  S 13. Paragraph (a) of section 717 of the  not-for-profit  corporation
law,  as  amended by chapter 490 of the laws of 2010, is amended to read
as follows:
  (a) Directors and officers shall discharge the duties of their respec-
tive positions in good faith and with the  care  an  ordinarily  prudent
person  in  a  like position would exercise under similar circumstances.
The factors set forth in subparagraph one of paragraph  (e)  of  section
552  (Standard  of  conduct  in  managing and investing an institutional
fund), if relevant, must be considered by a governing  board  delegating
investment  management  of  institutional  funds pursuant to section 514
(Delegation of investment management). For purposes of  this  paragraph,
the  term  institutional  fund  is defined in section 551 (Definitions).
FURTHERMORE, ANY COMPENSATION PROVIDED TO DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS OF THE CORPORATION MUST BE REASONABLE AND, WHERE APPLI-
CABLE, IS SUBJECT TO SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF
EXECUTIVES).
  S 14. Paragraph (a) of section 719 of the  not-for-profit  corporation
law is amended by adding a new subparagraph 6 to read as follows:
  (6)  THE  PROVISION  OF EXCESSIVE COMPENSATION TO DIRECTORS, OFFICERS,
KEY EMPLOYEES, AS THAT TERM MAY  BE  DEFINED  BY  THE  INTERNAL  REVENUE
SERVICE  FROM  TIME-TO-TIME,  AND  OTHER  AGENTS  OF  THE CORPORATION IN
VIOLATION OF SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF  EXECU-
TIVES), WHERE APPLICABLE.
  S  15.  Paragraph (d) of section 719 of the not-for-profit corporation
law is amended by adding a new subparagraph 6 to read as follows:
  (6) UPON REIMBURSEMENT TO THE CORPORATION OF THE AMOUNT OF ANY  EXCES-
SIVE  COMPENSATION  PROVIDED IN VIOLATION OF SECTION SEVEN HUNDRED TWEN-
TY-SEVEN (COMPENSATION OF EXECUTIVES), TO BE SUBROGATED TO THE RIGHTS OF
THE CORPORATION AGAINST A DIRECTOR, OFFICER, KEY EMPLOYEE, AS THAT  TERM
MAY  BE  DEFINED  BY  THE INTERNAL REVENUE SERVICE FROM TIME-TO-TIME, OR
OTHER AGENT WHO RECEIVED THE EXCESSIVE COMPENSATION.
  S 16. Clauses (A) and (B)  of  subparagraph  1  of  paragraph  (a)  of
section 720 of the not-for-profit corporation law are amended to read as
follows:
  (A)  The  neglect  of,  [or]  THE  failure  to  perform,  or ANY other
violation of his OR HER duties in  the  management  and  disposition  of
corporate assets committed to his charge.
  (B) The acquisition by himself OR HERSELF, transfer to others, loss or
waste  of  corporate  assets  due to any neglect of, [or] THE failure to
perform, or ANY other violation of his duties, INCLUDING  VIOLATIONS  OF
SECTION  SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF EXECUTIVES), PURSU-
ANT TO SECTION SEVEN HUNDRED SEVENTEEN (DUTY OF DIRECTORS AND OFFICERS).
  S 17. The not-for-profit corporation law is amended by  adding  a  new
section 727 to read as follows:
S 727. COMPENSATION OF EXECUTIVES.
  (A)  DEFINITIONS.  FOR  THE PURPOSES OF THIS SECTION, UNLESS OTHERWISE
EXPRESSLY STATED OR CONTEXT CLEARLY REQUIRES:
  (1) "COMPENSATION" MEANS THE  AGGREGATE  VALUE  OF  ECONOMIC  BENEFITS
CONFERRED  IN EXCHANGE FOR THE PERFORMANCE OF SERVICES THAT ARE INCLUDED
FOR PURPOSES OF DETERMINING REASONABLENESS UNDER SECTION 26 U.S.C. 4958,

S. 5115                             5

AS FURTHER SPECIFIED  IN  26  CFR  S53.4958-4(B)(II)(B),  OR  SUCCEEDING
PROVISIONS.
  (2) "EXECUTIVE" MEANS ANY PERSON IN A POSITION TO EXERCISE SUBSTANTIAL
INFLUENCE  OVER THE AFFAIRS OF A PROVIDER OF SERVICES, THAT DOES NOT SIT
ON THE GOVERNING BODY OF THE TAX-EXEMPT ORGANIZATION AS REFERENCED IN 26
U.S.C. S4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 CFR S53.4958-3(C),  OR
SUCCEEDING PROVISIONS.
  (3)  "FAMILY  MEMBER"  MEANS  A  SPOUSE, DOMESTIC PARTNER, SIBLING (BY
WHOLE OR HALF BLOOD), SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY  WHOLE
OR  HALF  BLOOD),  CHILD,  GRANDCHILD,  GREAT-GRANDCHILD,  AND SPOUSE OR
DOMESTIC PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD.
  (B) COMPENSATION EXCHANGED BY A  NOT-FOR-PROFIT  CORPORATION  FOR  THE
PERFORMANCE  OF  SERVICES  BY AN EXECUTIVE MUST NOT BE EXCESSIVE AND THE
GOVERNING BODY (I.E., THE BOARD OF  DIRECTORS,  BOARD  OF  TRUSTEES,  OR
EQUIVALENT  CONTROLLING  BODY) SHALL CONSIDER FACTORS INCLUDING, BUT NOT
LIMITED TO: COMPENSATION LEVELS PAID BY SIMILARLY SITUATED  NOT-FOR-PRO-
FIT  CORPORATIONS  AS  DEFINED IN SECTION ONE HUNDRED TWO (DEFINITIONS);
THE AVAILABILITY OF SIMILAR SERVICES  IN  THE  GEOGRAPHIC  AREA  OF  THE
APPLICABLE  PROVIDER  OF SERVICES; CURRENT COMPENSATION SURVEYS COMPILED
BY INDEPENDENT FIRMS; AND ACTUAL  WRITTEN  OFFERS  FROM  SIMILAR  INSTI-
TUTIONS COMPETING FOR THE SERVICES OF THE APPLICABLE EXECUTIVE.
  FOR THE PURPOSES OF THIS SECTION, WHETHER AN ORGANIZATION IS SIMILARLY
SITUATED SHALL BE DETERMINED BASED ON FACTORS INCLUDING, BUT NOT LIMITED
TO:  GROSS  ANNUAL  REVENUE;  GEOGRAPHIC LOCATION; AND THE DIVERSITY AND
COMPLEXITY OF PROGRAMS.
  (C) ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION  FOR
THE  PERFORMANCE OF SERVICES BY AN EXECUTIVE SHALL BE CONSIDERED REASON-
ABLE IF IT FALLS AT OR BELOW THE LEVEL I  OF  THE  FEDERAL  GOVERNMENT'S
RATES  OF BASIC PAY FOR THE EXECUTIVE SCHEDULE PROMULGATED BY THE UNITED
STATES OFFICE OF PERSONNEL MANAGEMENT AND NO  OTHER  ACTION  UNDER  THIS
SECTION NEEDS TO BE TAKEN.
  (D)  ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION FOR
THE PERFORMANCE OF SERVICES BY AN EXECUTIVE THAT DOES EXCEED LEVEL I  OF
THE  FEDERAL  GOVERNMENT'S RATES OF BASIC PAY FOR THE EXECUTIVE SCHEDULE
SHALL BE PRESUMED TO NOT BE EXCESSIVE IF  EACH  OF  THE  FOLLOWING  FOUR
CONDITIONS OCCUR:
  (1)  THE  COMPENSATION  IS  APPROVED  IN ADVANCE BY THE GOVERNING BODY
(I.E., THE BOARD OF DIRECTORS, BOARD OF TRUSTEES, OR EQUIVALENT CONTROL-
LING BODY) OF THE NOT-FOR-PROFIT CORPORATION THAT IS  COMPOSED  ENTIRELY
OF  INDIVIDUALS  WHO  DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO
THE COMPENSATION ARRANGEMENT.
  (A) FOR THE PURPOSES OF DETERMINING WHETHER THE REQUIREMENTS  OF  THIS
PARAGRAPH HAVE BEEN MET WITH RESPECT TO A SPECIFIC COMPENSATION ARRANGE-
MENT,  AN  INDIVIDUAL  IS  NOT INCLUDED IN THE GOVERNING BODY WHEN IT IS
REVIEWING A TRANSACTION IF THAT INDIVIDUAL MEETS WITH OTHER MEMBERS ONLY
TO ANSWER QUESTIONS, AND OTHERWISE RECUSES HIMSELF OR HERSELF  FROM  THE
MEETING  AND IS NOT PRESENT DURING DEBATE AND VOTING ON THE COMPENSATION
ARRANGEMENT.
  (B) A MEMBER OF THE GOVERNING BODY DOES NOT HAVE A CONFLICT OF  INTER-
EST WITH RESPECT TO A COMPENSATION ARRANGEMENT ONLY IF THE MEMBER:
  (I)  IS  NOT AN EXECUTIVE PARTICIPATING IN, OR ECONOMICALLY BENEFITING
FROM, THE COMPENSATION ARRANGEMENT;
  (II) IS NOT IN AN EMPLOYMENT RELATIONSHIP SUBJECT TO THE DIRECTION  OR
CONTROL OF ANY EXECUTIVE, OR THE FAMILY MEMBER OF ANY EXECUTIVE, PARTIC-
IPATING IN OR ECONOMICALLY BENEFITING FROM THE COMPENSATION ARRANGEMENT;

S. 5115                             6

  (III)  DOES  NOT  RECEIVE  COMPENSATION  OR  OTHER  PAYMENT SUBJECT TO
APPROVAL BY ANY EXECUTIVE,  OR  THE  FAMILY  MEMBER  OF  ANY  EXECUTIVE,
PARTICIPATING  IN  OR  ECONOMICALLY  BENEFITING  FROM  THE  COMPENSATION
ARRANGEMENT;
  (IV)  HAS  NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE COMPENSATION
ARRANGEMENT; AND
  (V) DOES NOT APPROVE A TRANSACTION PROVIDING ECONOMIC BENEFITS TO  ANY
EXECUTIVE,  OR  THE FAMILY MEMBER OF ANY EXECUTIVE, PARTICIPATING IN THE
COMPENSATION ARRANGEMENT, WHO IN TURN HAS APPROVED  OR  WILL  APPROVE  A
TRANSACTION PROVIDING ECONOMIC BENEFITS TO THE MEMBER.
  (2) THE GOVERNING BODY OBTAINED AND RELIED UPON APPROPRIATE DATA AS TO
COMPARABILITY  PRIOR TO MAKING ITS DETERMINATION AND GIVEN THE KNOWLEDGE
AND EXPERTISE OF ITS MEMBERS, IT HAS INFORMATION SUFFICIENT TO DETERMINE
WHETHER THE COMPENSATION ARRANGEMENT  IN  ITS  ENTIRETY  IS  REASONABLE.
RELEVANT  INFORMATION  INCLUDES,  BUT  IS  NOT  LIMITED TO: COMPENSATION
LEVELS PAID BY SIMILARLY SITUATED NOT-FOR-PROFIT CORPORATIONS AS DEFINED
IN SECTION ONE HUNDRED TWO (DEFINITIONS); THE  AVAILABILITY  OF  SIMILAR
SERVICES  IN THE GEOGRAPHIC AREA OF THE APPLICABLE PROVIDER OF SERVICES;
CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS;  AND  ACTUAL
WRITTEN  OFFERS  FROM SIMILAR INSTITUTIONS COMPETING FOR THE SERVICES OF
THE APPLICABLE EXECUTIVE.
  (A) FOR PURPOSES OF THIS PARAGRAPH, CONTROL BY AN APPLICABLE  NOT-FOR-
PROFIT CORPORATION MEANS:
  (I)  IN  THE CASE OF A STOCK CORPORATION, OWNERSHIP (BY VOTE OR VALUE)
OF MORE THAN FIFTY PERCENT OF THE STOCK IN SUCH CORPORATION;
  (II) IN THE CASE OF  A  PARTNERSHIP,  OWNERSHIP  OF  MORE  THAN  FIFTY
PERCENT  OF  THE  PROFITS INTERESTS OR CAPITAL INTERESTS IN THE PARTNER-
SHIP;
  (III) IN THE CASE OF A NONSTOCK ORGANIZATION (I.E., AN ENTITY IN WHICH
NO PERSON HOLDS A PROPRIETARY INTEREST), THAT AT LEAST FIFTY PERCENT  OF
THE  DIRECTORS  OR TRUSTEES OF THE NOT-FOR-PROFIT CORPORATION ARE EITHER
REPRESENTATIVES (INCLUDING TRUSTEES, DIRECTORS,  AGENTS,  OR  EMPLOYEES)
OF,  OR  DIRECTLY  OR INDIRECTLY CONTROLLED BY, AN APPLICABLE TAX-EXEMPT
ORGANIZATION; OR
  (IV) IN THE CASE OF ANY OTHER ENTITY, OWNERSHIP  OF  MORE  THAN  FIFTY
PERCENT OF THE BENEFICIAL INTEREST IN THE ENTITY.
  (3)  THE GOVERNING BODY ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETER-
MINATION CONCURRENTLY WITH MAKING THAT DETERMINATION.
  (A) FOR A DECISION TO BE DOCUMENTED ADEQUATELY, THE WRITTEN  OR  ELEC-
TRONIC RECORDS OF THE GOVERNING BODY MUST NOTE:
  (I)  THE  TERMS  OF THE TRANSACTION THAT WAS APPROVED, AND THE DATE IT
WAS APPROVED;
  (II) THE MEMBERS OF THE GOVERNING BODY WHO WERE PRESENT DURING  DEBATE
ON THE TRANSACTION THAT WAS APPROVED, AND THOSE WHO VOTED ON IT;
  (III) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE GOVERNING
BODY, AND HOW THE DATA WAS OBTAINED; AND
  (IV)  ANY  ACTIONS  TAKEN  WITH RESPECT TO CONSIDERATION OF THE TRANS-
ACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE GOVERNING BODY BUT WHO
HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION.
  (B) IF THE GOVERNING BODY DETERMINES THAT THE EXECUTIVE'S COMPENSATION
FOR A SPECIFIC ARRANGEMENT IS HIGHER OR LOWER THAN THE RANGE OF  COMPAR-
ABILITY  DATA OBTAINED, THE GOVERNING BODY MUST RECORD THE BASIS FOR ITS
DETERMINATION. FOR A DECISION TO BE DOCUMENTED CONCURRENTLY RECORDS MUST
BE PREPARED BEFORE THE LATER OF THE NEXT MEETING OF THE  GOVERNING  BODY
OR  SIXTY  DAYS  AFTER THE FINAL ACTION OR ACTIONS OF THE GOVERNING BODY
ARE TAKEN. RECORDS MUST BE REVIEWED AND APPROVED BY THE  GOVERNING  BODY

S. 5115                             7

AS  REASONABLE,  ACCURATE  AND  COMPLETE WITHIN A REASONABLE TIME PERIOD
THEREAFTER.
  (4)  THE  COMPENSATION PROVIDED TO THE EXECUTIVE BY THE GOVERNING BODY
DOES NOT EXCEED THE HIGHEST COMPENSATION PROVIDED BY A  SIMILARLY  SITU-
ATED ORGANIZATION FOR SIMILAR SERVICES, AS IDENTIFIED IN THE COMPARABIL-
ITY DATA, BY MORE THAN TWENTY PERCENT.
  (E) IF THE FOUR CONDITIONS OF PARAGRAPH (D) OF THIS SECTION ARE SATIS-
FIED,  THEN  THE PERSON OR ENTITY BRINGING AN ACTION FOR RELIEF PURSUANT
TO SECTION SEVEN HUNDRED TWENTY-SEVEN OF  THIS  ARTICLE  MAY  REBUT  THE
PRESUMPTION  THAT  ARISES UNDER PARAGRAPH (D) OF THIS SECTION ONLY IF IT
DEVELOPS SUFFICIENT CONTRARY EVIDENCE TO REBUT THE  PROBATIVE  VALUE  OF
THE  COMPARABILITY  DATA RELIED UPON BY THE GOVERNING BODY. WITH RESPECT
TO ANY FIXED PAYMENT, REBUTTAL EVIDENCE IS LIMITED TO EVIDENCE  RELATING
TO  FACTS  AND CIRCUMSTANCES EXISTING ON THE DATE THE PARTIES ENTER INTO
THE CONTRACT PURSUANT TO WHICH THE PAYMENT IS MADE (EXCEPT IN THE  EVENT
OF  SUBSTANTIAL  NONPERFORMANCE).  WITH  RESPECT  TO ALL OTHER PAYMENTS,
REBUTTAL EVIDENCE MAY INCLUDE FACTS AND CIRCUMSTANCES UP TO AND  INCLUD-
ING THE DATE OF PAYMENT.
  (F)  A  NOT-FOR-PROFIT IS PROHIBITED FROM, AND MAY THUS BE REFERRED TO
THE ATTORNEY GENERAL FOR FURTHER INQUIRY TO BE OFFICIALLY  RESPONDED  TO
WITHIN  NINETY  DAYS  OF  RECEIPT,  BY  THE PERSON OR ENTITY BRINGING AN
ACTION FOR RELIEF PURSUANT TO THIS SECTION: (1) ENGAGING IN ANY ACT THAT
THE INTERNAL REVENUE SERVICE DETERMINES CONSTITUTES AN  "EXCESS  BENEFIT
TRANSACTION"  UNDER  SECTION  4958  OF THE INTERNAL REVENUE CODE; OR (2)
ENGAGING IN ANY ACT THAT WOULD  CONSTITUTE  AN  "EXCESS  BENEFIT  TRANS-
ACTION"  UNDER  THE  STANDARDS  OF  SECTION 4958 OF THE INTERNAL REVENUE
CODE.
  S 18. Section 104-A of the not-for-profit corporation law, as added by
chapter 591 of the laws of 1982, paragraphs (a),  (c),  (d),  (e),  (g),
(l),  (m), (n) and (p) as amended by chapter 166 of the laws of 1991 and
paragraph (r) as amended by chapter 198 of the laws of 1984, is  amended
to read as follows:
S 104-A. Fees.
  Except  as  otherwise  provided, the department of state shall collect
the following fees pursuant to this chapter:
  (a) For filing a certificate of  type  of  not-for-profit  corporation
pursuant  to  section  one  hundred  thirteen of this [chapter] ARTICLE,
thirty dollars.
  (b) For the reservation of a corporate name pursuant to  section three
hundred three of this chapter, ten dollars.
  (c) For the resignation of a registered agent for service  of  process
pursuant to section three hundred five of this chapter, thirty dollars.
  (d)  For  service  of  process  on  the secretary of state pursuant to
section three hundred six or three hundred seven of this chapter,  forty
dollars.  If the service is in an action brought solely to recover a sum
of money not in excess of two hundred dollars  and  the  process  is  so
endorsed,  or the process is served on behalf of a county, city, town or
village or other subdivision of the state, ten dollars.
  (e) For filing a certificate of incorporation pursuant to section four
hundred two of this chapter, [seventy-five] EIGHTY-FIVE dollars.
  (f) For filing a certificate of amendment pursuant  to  section  eight
hundred three of this chapter, [thirty] FORTY dollars.
  (g)  For  filing  a  certificate  of  change pursuant to section eight
hundred three-A of this chapter, [twenty] THIRTY dollars.
  (h) For filing a restated certificate  of  incorporation  pursuant  to
section eight hundred five of this chapter, [thirty] FORTY dollars.

S. 5115                             8

  (i)  For  filing  a certificate of merger or consolidation pursuant to
section nine hundred four of this chapter, [thirty] FORTY  dollars.
  (j)  For  filing  a certificate of merger or consolidation of domestic
and foreign corporations pursuant to section nine hundred  six  of  this
chapter, [thirty] FORTY dollars.
  (k)  For  filing    a  certified  copy  of an order of approval of the
supreme court pursuant to section nine hundred seven  of  this  chapter,
thirty dollars.
  (l)  For  filing  a certificate of dissolution pursuant to section one
thousand three of this chapter, thirty dollars.
  (m) For filing a certificate of annulment of dissolution  pursuant  to
section one thousand twelve of this chapter, [thirty] FORTY dollars.
  (n)  For  filing an application by a foreign corporation for authority
to do business in New York state pursuant to  section  thirteen  hundred
four of this chapter, one hundred [thirty-five] FORTY-FIVE dollars.
  (o)  For  filing  a  certificate  of  amendment  of an application for
authority by a foreign corporation pursuant to section thirteen  hundred
nine of this chapter, [thirty] FORTY dollars.
  (p) For filing a certificate of change of application for authority by
a  foreign  corporation pursuant to section thirteen hundred ten of this
chapter, [twenty] THIRTY dollars.
  (q) For filing a certificate of surrender  of  authority  pursuant  to
section thirteen hundred eleven of this chapter, thirty dollars.
  (r)  For  filing  a  statement  of  the  termination of existence of a
foreign corporation pursuant to section thirteen hundred twelve of  this
chapter,  thirty  dollars.  There  shall  be no fee for the filing by an
authorized officer of the jurisdiction of  incorporation  of  a  foreign
corporation  of  a  certificate  that  the  foreign corporation has been
dissolved or its authority or existence has been otherwise terminated or
cancelled in the jurisdiction of its incorporation.
  (s) For filing any other certificate or instrument, thirty dollars.
  S 19. The not-for-profit corporation law is amended by  adding  a  new
section 116 to read as follows:
S 116. STATE BOARD TRAINING CONSORTIUM.
  (A)  NOT-FOR-PROFIT  BOARD  MEMBERS  ARE  ENTRUSTED  WITH  THE OVERALL
MANAGEMENT AND OVERSIGHT OF NON-PROFITS AND HAVE LEGAL AND ETHICAL OBLI-
GATIONS TO KEEP THEMSELVES FULLY INFORMED REGARDING THEIR  ORGANIZATION,
ITS  FINANCES  AND  ITS  OVERALL  OPERATION AND IN ASSURING THAT PROGRAM
STAFF  AND  ADMINISTRATION  EFFECTIVELY  CARRY  OUT  THE  ORGANIZATION'S
MISSION.  THE  STATE  BOARD  TRAINING  CONSORTIUM IS INTENDED TO EMPOWER
BOARD MEMBERS OF NOT-FOR-PROFIT  ORGANIZATIONS  WHO  CONTRACT  WITH  THE
STATE  OF NEW YORK WITH THE INFORMATION AND TOOLS NECESSARY TO CARRY OUT
THEIR VERY IMPORTANT RESPONSIBILITIES, ROLES AND OBLIGATIONS. THE  STATE
BOARD  TRAINING  CONSORTIUM  WILL BE A COMPREHENSIVE STATE-WIDE TRAINING
EFFORT, DELIVERED REGIONALLY,  IN-PERSON,  TOGETHER  WITH  A  NUMBER  OF
TAILORED  AGENCY  SPECIFIC  ONSITE TRAININGS, SOME VIRTUAL WEBINARS, AND
THE LIKE, AND STATE WORKFORCE TRAININGS ON THE SAME OR SIMILAR SUBJECTS.
ANY TRAINING CONDUCTED UNDER THE AUSPICES OF THE  STATE  BOARD  TRAINING
CONSORTIUM  WILL BE FREE TO VERIFIED MEMBERS OF NOT-FOR-PROFIT BOARDS OF
DIRECTORS WHO CONTRACT WITH THE STATE OF NEW YORK.
  (1) FEES GENERATED FROM THE TEN DOLLAR INCREASE  IN  THE  FILING  FEES
ASSOCIATED WITH CERTIFICATES OF INCORPORATION, AMENDMENT, CHANGE, MERGER
OR  CONSOLIDATION,  ANNULMENT  OF  DISSOLUTION,  AUTHORITY  BY A FOREIGN
CORPORATION, AN AMENDMENT OF SAME OR A CHANGE  IN  THE  AUTHORITY  OF  A
FOREIGN  CORPORATION PROMULGATED BY A CHAPTER OF THE LAWS OF 2013, SHALL
BE USED TO FUND THE STATE BOARD TRAINING CONSORTIUM.

S. 5115                             9

  (2) SAID FEES SHALL BE MAINTAINED IN THE STATE BOARD TRAINING  CONSOR-
TIUM FUND, AS ESTABLISHED BY SECTION NINETY-SEVEN-J OF THE STATE FINANCE
LAW,  TO SUPPORT THE STATE BOARD TRAINING CONSORTIUM ESTABLISHED BY THIS
SECTION.
  (B)  THE  STATE BOARD TRAINING CONSORTIUM SHALL BE ADMINISTERED BY THE
DEPARTMENT OF STATE THROUGH A CONTRACT UNDER COUNSEL'S OFFICE. A  QUALI-
FIED  NOT-FOR-PROFIT  CORPORATION WILL BE CONTRACTED WITH BY THE DEPART-
MENT OF STATE TO PROVIDE THE TRAINING AND ASSOCIATED SERVICES  DELIVERED
UNDER  THE  STATE  BOARD TRAINING CONSORTIUM, TOGETHER WITH MANAGING ALL
DAY-TO-DAY OPERATIONS, MARKETING EFFORTS, CURRICULUM  UPDATES,  PRINTING
AND  RECORD-KEEPING. THE CONTRACT SHALL HAVE A FIVE YEAR TERM, RENEWABLE
FOR THREE ADDITIONAL YEARS, AND A STANDARD REQUEST FOR PROPOSALS/REQUEST
FOR QUALIFICATIONS PROCESS WILL BE UTILIZED AT  THE  INCEPTION  OF  EACH
CONTRACT.
  (1)  THE  COMMISSIONERS  OF  THE  OFFICE FOR PEOPLE WITH DEVELOPMENTAL
DISABILITIES,  OFFICE  OF  MENTAL  HEALTH,  OFFICE  OF  ALCOHOLISM   AND
SUBSTANCE  ABUSE  SERVICES,  OFFICE OF CHILDREN AND FAMILY SERVICES, AND
DEPARTMENT OF HEALTH, HAVING PRIOR EXPERIENCE IN THE STATE BOARD  TRAIN-
ING  CONSORTIUM  AS  ADMINISTERED  BY OFFICE OF ALCOHOLISM AND SUBSTANCE
ABUSE SERVICES, AND THE DEPARTMENT  OF  HEALTH,  AIDS  INSTITUTE,  SHALL
JOINTLY:
  (I)  DEVELOP  A CONTRACT FOR THE STATE BOARD TRAINING CONSORTIUM ALONG
THE LINES ALREADY PROMULGATED BY THEIR AGENCIES;
  (II) ESTABLISH UNIFORM PROCEDURES TO MONITOR ATTENDANCE  AT  TRAININGS
CONDUCTED UNDER THE STATE BOARD TRAINING CONSORTIUM AND IN REPORTING THE
SAME TO THE ATTENDING BOARDS OF DIRECTORS.
  (2)  THE COMMISSIONERS OF OTHER AGENCIES, INCLUDING BUT NOT LIMITED TO
THE OFFICE FOR THE AGING, DEPARTMENT OF AGRICULTURE AND MARKETS, COUNCIL
ON THE ARTS,  OFFICE  OF  COURT  ADMINISTRATION,  DIVISION  OF  CRIMINAL
JUSTICE  SERVICES, EMPIRE STATE DEVELOPMENT, DEPARTMENT OF ENVIRONMENTAL
CONSERVATION, OFFICE OF GENERAL SERVICES, NEW YORK  STATE  CANAL  CORPO-
RATION  AND  THE  OFFICE  OF  TEMPORARY  AND DISABILITY ASSISTANCE SHALL
ESTABLISH PROCEDURES TO MONITOR ATTENDANCE AT TRAININGS CONDUCTED  UNDER
THE  STATE  BOARD  TRAINING  CONSORTIUM AND IN REPORTING THE SAME TO THE
ATTENDING BOARDS OF DIRECTORS.
  (C) ALL NOT-FOR-PROFIT CORPORATIONS THAT CONTRACT WITH  THE  STATE  OF
NEW  YORK  MAY ATTEND THE STATE BOARD TRAINING CONSORTIUM TRAININGS FREE
OF CHARGE.
  S 20. The state finance law is amended by adding a new section 97-j to
read as follows:
  S 97-J. STATE BOARD TRAINING  CONSORTIUM  FUND.  1.  THERE  IS  HEREBY
ESTABLISHED  IN  THE  JOINT  CUSTODY OF THE COMMISSIONER OF TAXATION AND
FINANCE AND THE COMPTROLLER A FUND TO  BE  KNOWN  AS  THE  "STATE  BOARD
TRAINING CONSORTIUM FUND."
  2.  SUCH  FUND  SHALL  CONSIST  OF  FEES GENERATED FROM THE TEN DOLLAR
INCREASE IN FILING FEES IN PARAGRAPHS (E), (F), (G), (H), (I), (J), (M),
(N), (O) AND (P) OF SECTION ONE HUNDRED  FOUR-A  OF  THE  NOT-FOR-PROFIT
CORPORATION  LAW,  ASSOCIATED WITH CERTIFICATES OF INCORPORATION, AMEND-
MENT, CHANGE, MERGER OR CONSOLIDATION, ANNULMENT OF DISSOLUTION, AUTHOR-
ITY BY A FOREIGN CORPORATION, AN AMENDMENT OF SAME OR A  CHANGE  IN  THE
AUTHORITY  OF  A  FOREIGN CORPORATION, PROMULGATED BY THE CHAPTER OF THE
LAWS OF TWO THOUSAND THIRTEEN THAT ADDED THIS  SECTION,  AND  ALL  OTHER
MONEYS CREDITED OR APPROPRIATED FOR TRANSFER THERETO FROM ANY OTHER FUND
OR SOURCE ACCORDING TO LAW.
  3.  MONEYS  IN  THE STATE BOARD TRAINING CONSORTIUM FUND SHALL BE KEPT
SEPARATE AND SHALL NOT BE COMMINGLED WITH ANY OTHER MONEYS IN THE CUSTO-

S. 5115                            10

DY OF THE STATE COMPTROLLER. MONEYS IN THE FUND MAY BE INVESTED  BY  THE
COMPTROLLER PURSUANT TO THE PROVISIONS OF SECTION NINETY-EIGHT-A OF THIS
ARTICLE AND ANY INCOME RECEIVED BY THE COMPTROLLER FROM SUCH INVESTMENTS
SHALL BE ADDED TO AND BECOME PART OF, AND SHALL BE USED FOR THE PURPOSES
OF SUCH FUND. ALL DEPOSITS OF SUCH MONEY SHALL, IF REQUIRED BY THE COMP-
TROLLER,  BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE STATE
OF MARKET VALUE EQUAL AT ALL TIMES TO THE AMOUNT OF THE DEPOSIT AND  ALL
BANKS  AND  TRUST  COMPANIES  ARE AUTHORIZED TO GIVE SUCH SECURITIES FOR
SUCH DEPOSITS.
  4. MONEYS IN THE FUND, FOLLOWING  APPROPRIATION  BY  THE  LEGISLATURE,
SHALL BE ALLOCATED UPON A CERTIFICATE OF APPROVAL OF AVAILABILITY BY THE
DIRECTOR  OF  THE  BUDGET  SOLELY  FOR  THE  PURPOSES  SET FORTH IN THIS
SECTION.
  5. ALL MONEYS IN THE FUND SHALL BE MADE AVAILABLE PURSUANT  TO  APPRO-
PRIATION  FOR  USE IN FUNDING THE STATE BOARD TRAINING CONSORTIUM ESTAB-
LISHED PURSUANT TO SECTION ONE HUNDRED  SIXTEEN  OF  THE  NOT-FOR-PROFIT
CORPORATION LAW.
  S  21. (a) This act shall take effect on the one hundred eightieth day
after it shall have become law.
  (b) The commissioners of the  office  for  people  with  developmental
disabilities,   office  of  mental  health,  office  of  alcoholism  and
substance abuse  services,  office  of  children  and  family  services,
department of health, office for the aging, and the division of criminal
justice  services shall immediately take the necessary actions to ensure
that forms and regulations required by section nine of this act  are  in
place  on such effective date. Further, whereas the authority to promul-
gate regulations and make rules is derived from an express  or  implicit
statutory grant provided by the legislature, all agencies, divisions and
departments  of  the state are hereby prohibited from promulgating regu-
lations and making rules pursuant to 9 NYCRR  8.38,  or  that  otherwise
address  the  extent and nature of a provider's administrative costs and
executive compensation, except as required and  necessary  to  implement
the provisions of section six of this act.
  (c)  Absent  explicit  language  expressly and unequivocally stating a
legislative intent to the contrary, all provisions of this act are irre-
futably presumed to operate in a wholly prospective  manner.  Provisions
shall be considered to operate retroactively, and therefore in violation
of  this  act,  if applied in such a manner as to alter, change, affect,
impair or defeat any rights, obligations, duties or  interests  accrued,
incurred  or conferred prior to the effective date of this act. Further-
more, the provisions of this act shall neither apply to, nor be  applied
based upon the occasion of, acts occurring prior to it becoming law.

S5115A (ACTIVE) - Bill Details

See Assembly Version of this Bill:
A2118A
Current Committee:
Law Section:
Executive Law
Laws Affected:
Amd §63, Exec L; amd N-PC L, generally; add §97-j, St Fin L
Versions Introduced in 2011-2012 Legislative Session:
S7565, A10508

S5115A (ACTIVE) - Bill Texts

view summary

Prohibits officers and family members of such officers of public charities from receiving compensation; requires reasonable compensation when allowed; sets certain compensation; establishes the state board training consortium; establishes the state board training consortium fund; increases certain filing fees to fund the state board training consortium fund.

view sponsor memo
BILL NUMBER:S5115A

TITLE OF BILL: An act to amend the executive law and not-for-profit
corporation law, in relation to prohibiting certain individuals from
receiving compensation from public charities; requires reasonable
compensation when allowed; establishes the state board training consor-
tium; and to amend the state finance law, in relation to establishing
the state board training consortium fund

PURPOSE: To provide clear and concise requirements and procedures to
ensure that compensation paid to executives at not-for-profits funded by
the State are reasonable and not excessive.

SUMMARY OF PROVISIONS: Section one adds a new subdivision 17 to section
63 of the executive law to authorize the Attorney General to make
inquiry into any documents prepared for compliance with section 727 of
the not-for-profit corporation law, relating to the compensation of
executives.

Section two amends subparagraph 12 of subparagraph (a) of the not-for-
profit corporation law ("NPCL") to state that compensation is subject,
where applicable, to section 727 of the not-for-profit corporation law.

Section three amends section 701 of the NPCL to disqualify employees and
their relatives from sitting on the board of the directors of the corpo-
ration where they are employed.

Section four amends paragraph (a) of section 702 of the NPCL to provide
that not-for-profit corporations with annual gross receipts in an amount
that would trigger an audit and not-for-profit corporations with annual
gross receipts equal to or above $250,000 must have at least five direc-
tors on their board.

Section five amends paragraph (a) of section 706 of the NPCL to clarify
that removal of directors for cause is to include violations of NPCL
717, duty of directors and officers, or violation of the bylaws or
violation of the conflict of interest policy contained in the bylaws.

Section six amends NPCL 708, action by the board, to allow for Unanimous
Consent in Lieu of a Meeting to occur via Email delivery.

Section seven amends NPCL 711, notice of meetings of the board, to allow
for Email delivery.

Section eight amends NPCL 712 to disallow the Executive Committee from
fixing the compensation of directors, officers, staff or agents of the
corporation, making this a full board function.

Section nine and ten amends NPCL 713, to disallow officers from receiv-
ing compensation and to disallow them from holding more than one office.

Section 11 amends NPCL 713, to disallow relatives from receiving compen-
sation.

Sections twelve and thirteen amend NPCL 715 to allow the board to fix
director compensation for private foundations only and to disallow the
fixing of compensation for directors for public charities, and to disal-
low the compensation of officers at public charities.

Section fourteen amends NPCL 717 to mandate that if there is compen-
sation that said compensation must be reasonable and be subject to the
new Section 727.

Sections fifteen and sixteen amend NPCL 719 to append joint and several
liability to directors who vote for excess compensation and to call for
subrogation of their rights to the corporation if there is a reimburse-
ment or penalty.

Section seventeen amends NPCL 720 to make it actionable against the
director for not following the new Section 727.

Section eighteen adds a new section 727 to the NPCL. It defines compen-
sation to match the IRS definition surrounding "excess benefit trans-
actions," while also matching the testing analysis and the individuals
subject to the test who are paid by the corporation, while also exempt-
ing from the testing any paid staffer at a nonprofit who paid at or
below the Level I of the Rates of Basic Pay for Executives Schedule
promulgated by the US OPM. It also calls for testing as to whether
compensation is reasonable or not for any salaries over this standard,
with the testing being done in-house and only made available upon
request of the AG or if there is a lawsuit alleging payment of excess
benefits.

Section nineteen amends section 104-A of the NPCL to increase various
filing fees by ten dollars.

Section twenty amends section 116 of the NPCL to create the state board
training consortium.

Section twenty-one amends section 97-j of the state finance law to
create the state board training, consortium fund.

Section twenty-three provides the effective date.

JUSTIFICATION: This legislation will enhance public trust and account-
ability in New York State's public charities, and improve their sustain-
ability in serving our communities. It takes a targeted, balanced and
fair approach to the issues associated with public charities' compen-
sation and promotes self-regulating accountability by public charities'
boards. It imposes workable, necessary restrictions on public charities'
staff expenditures and enhances board responsibilities, while avoiding
the imposition of undue burdens on small public charities.

LEGISLATIVE HISTORY: 2011-12: S. 7565 Investigations and Government
Operations/A. 10508 Government Operations

FISCAL IMPLICATIONS: None.

EFFECTIVE DATE: This act shall take effect on the one hundred eightieth
day after it shall have become law.

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

                                 5115--A

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                              May 10, 2013
                               ___________

Introduced  by  Sen.  MARCELLINO  -- read twice and ordered printed, and
  when printed to be committed to the Committee  on  Investigations  and
  Government  Operations  --  recommitted  to  the Committee on Investi-
  gations and Government Operations in accordance with  Senate  Rule  6,
  sec.  8  --  committee  discharged, bill amended, ordered reprinted as
  amended and recommitted to said committee

AN ACT to amend the executive law and not-for-profit corporation law, in
  relation to prohibiting certain  individuals  from  receiving  compen-
  sation  from  public  charities; requires reasonable compensation when
  allowed; establishes the state board training consortium; and to amend
  the state finance law, in relation to  establishing  the  state  board
  training consortium fund

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

  Section 1. Section 63 of the executive law is amended by adding a  new
subdivision 17 to read as follows:
  17.  MAKE  INQUIRY  INTO  ANY  DOCUMENTS  PREPARED UNDER SECTION SEVEN
HUNDRED TWENTY-SEVEN OF THE NOT-FOR-PROFIT CORPORATION LAW  FOR  COMPLI-
ANCE  WITH  THAT SECTION, BUT NOT MORE THAN ANNUALLY, AND RESPOND TO ANY
INQUIRY REFERRED TO UNDER SUCH SECTION SEVEN HUNDRED TWENTY-SEVEN  OFFI-
CIALLY WITHIN NINETY DAYS OF RECEIPT.
  S  2.  Subparagraph 12 of paragraph (a) of section 202 of the not-for-
profit corporation law is amended to read as follows:
  (12) To elect or appoint officers, employees and other agents  of  the
corporation,  define their duties, fix their reasonable compensation and
the reasonable compensation of directors,  and  to  indemnify  corporate
personnel.   Such  compensation  shall  be  commensurate  with  services
performed AND SUBJECT, WHERE APPLICABLE, TO SECTION SEVEN HUNDRED  TWEN-
TY-SEVEN (COMPENSATION OF EXECUTIVES).
  S  3.  Section 701 of the not-for-profit corporation law is amended by
adding a new paragraph (c) to read as follows:

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05072-06-4

S. 5115--A                          2

  (C) AN EMPLOYEE OR A SPOUSE, DOMESTIC PARTNER, SIBLING  (BY  WHOLE  OR
HALF  BLOOD),  SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE OR HALF
BLOOD), CHILD, GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE  OR  DOMESTIC
PARTNER  OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE EMPLOYEE AT
A  PUBLIC  CHARITY,  AS THAT TERM MAY BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, MAY NOT QUALIFY TO SIT ON THE BOARD OF DIREC-
TORS OF THE CORPORATION WHERE THEY ARE EMPLOYED REGARDLESS OF ANY STATE-
MENT TO THE CONTRARY IN THE CERTIFICATE OF INCORPORATION  OR  BYLAWS  OF
THE  CORPORATION.  THE  CERTIFICATE  OF INCORPORATION OR THE BYLAWS MAY,
HOWEVER, PROVIDE FOR AN EMPLOYEE AT A PUBLIC CHARITY, AS THAT  TERM  MAY
BE  DEFINED  BY  THE  INTERNAL  REVENUE SERVICE FROM TIME-TO-TIME, TO BE
EX-OFFICIO, A NON-VOTING MEMBER OF THE BOARD OF DIRECTORS.
  S 4. Paragraph (a) of section 702 of  the  not-for-profit  corporation
law,  as  amended by chapter 549 of the laws 2013, is amended to read as
follows:
  (a) [The] FOR NOT-FOR-PROFIT CORPORATIONS WITH ANNUAL  GROSS  RECEIPTS
IN  AN AMOUNT THAT WOULD TRIGGER AN AUDIT BY A CERTIFIED PUBLIC ACCOUNT-
ANT, THE number of directors constituting the entire board shall be  not
less than FIVE, OTHERWISE THE ENTIRE BOARD SHALL NOT BE LESS THAN three.
Subject  to  such limitation, such number may be fixed by the by-laws or
by action of the members or of the board under the  specific  provisions
of  a  by-law  allowing such action, or by any number within a range set
forth in the by-laws. [If] FOR NOT-FOR-PROFIT CORPORATIONS  WITH  ANNUAL
GROSS  RECEIPTS EQUAL TO OR ABOVE TWO HUNDRED FIFTY THOUSAND DOLLARS, IF
not otherwise fixed under this paragraph,  the  number  shall  be  FIVE,
OTHERWISE IT SHALL BE three.
  S  5.  Paragraph  (a) of section 706 of the not-for-profit corporation
law is amended to read as follows:
  (a) Except as limited in paragraph (c) OF THIS SECTION, any or all  of
the  directors  may be removed for cause, WHICH IS EITHER A VIOLATION OF
THE BY-LAWS, THE DUTY OF DIRECTORS AND OFFICERS OF SECTION SEVEN HUNDRED
SEVENTEEN (COMPENSATION OF EXECUTIVES), OR AS OTHERWISE DEFINED  IN  THE
BYLAWS IN THE WRITTEN CONFLICT OF INTEREST POLICY OF THE CORPORATION, by
vote  of  the  members,  or by vote of the directors provided there is a
quorum of not less than a majority present at the meeting  of  directors
at which such action is taken.
  S  6.  Paragraph  (b) of section 708 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended  to  read
as follows:
  (b) Unless otherwise restricted by the certificate of incorporation or
the  by-laws,  any action required or permitted to be taken by the board
or any committee thereof may be taken without a meeting if  all  members
of  the  board  or the committee consent to the adoption of a resolution
authorizing the action, WHERE SAID WRITING, OR UNANIMOUS CONSENT IN LIEU
OF A MEETING, IS DELIVERED,  SUBMITTED  AND  SIGNED  SEPARATELY  BY  ALL
MEMBERS  OF THE BOARD OR THE COMMITTEE AND SUBMITTED BY ELECTRONIC-MAIL,
OR OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED RECEIPT, OR  SIMI-
LAR  MESSAGE  ATTACHED, DEMONSTRATING THAT THE UNANIMOUS CONSENT IN LIEU
OF A MEETING WAS INDEED DELIVERED PROPERLY. Such consent may be  written
or  electronic. If written, the consent must be executed by the director
by signing such consent or causing his or her signature to be affixed to
such consent by any reasonable means  including,  but  not  limited  to,
facsimile  signature.    If  electronic, the transmission of the consent
must be sent by electronic mail and set forth,  or  be  submitted  with,
information  from  which it can reasonably be determined that the trans-
mission was authorized by the director. The resolution and  the  written

S. 5115--A                          3

consents thereto by the members of the board or committee shall be filed
with the minutes of the proceedings of the board or committee.
  S  7.  Paragraphs  (b)  and  (d)  of section 711 of the not-for-profit
corporation law are amended to read as follows:
  (b) The by-laws may prescribe what shall constitute notice of  meeting
of  the board, OR WAIVER OF NOTICE, AND MAY BE DELIVERED VIA ELECTRONIC-
MAIL, OR OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED RECEIPT,  OR
SIMILAR  MESSAGE  ATTACHED,  DEMONSTRATING THAT THE NOTICE, OR WAIVER OF
NOTICE, WAS INDEED DELIVERED PROPERLY. A notice, or  waiver  of  notice,
need  not  specify  the purpose of any regular or special meeting of the
board, unless required by the by-laws.
  (d) A majority of the directors present, whether or not  a  quorum  is
present,  may  adjourn  any  meeting  to  another time and place. If the
by-laws so provide, notice of any adjournment of a meeting of the  board
to  another  time  or place shall be given to the directors who were not
present  at  the  time  of  the  adjournment,  AND  MAY   BE   DONE   BY
ELECTRONIC-MAIL,  OR  OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED
RECEIPT, OR SIMILAR MESSAGE ATTACHED, DEMONSTRATING THAT THE NOTICE,  OR
WAIVER  OF  NOTICE, WAS INDEED DELIVERED PROPERLY, and, unless such time
and place are announced at the meeting, to the other directors.
  S 8. Subparagraph 3 of paragraph (a) of section 712  of  the  not-for-
profit  corporation  law, as amended by chapter 549 of the laws of 2013,
is amended to read as follows:
  (3) The fixing of compensation of the directors OR OFFICERS for  serv-
ing on the board or on any committee, AND THE FIXING OF COMPENSATION FOR
KEY  EMPLOYEES,  AS  THAT  TERM  MAY  BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, OR OTHER AGENTS OF  THE  CORPORATION  AT  ANY
TIME.
  S  9.  Paragraph  (a) of section 713 of the not-for-profit corporation
law is amended to read as follows:
  (a) The board may elect or appoint a president, one or more  vice-pre-
sidents,  a secretary and a treasurer, and such other officers as it may
determine, or as may be provided in the by-laws. These officers  may  be
designated  by  such  alternate titles as may be provided in the certif-
icate of incorporation or the by-laws.  [Any] NO two or more offices may
be held by the same person[, except the offices of president and  secre-
tary, or the offices corresponding thereto].
  S  10.  Paragraph (a) of section 713 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended  to  read
as follows:
  (a)  The board may elect or appoint a chair or president, or both, one
or more vice-presidents, a secretary and a  treasurer,  and  such  other
officers  as  it  may  determine,  or as may be provided in the by-laws.
These officers may be designated by such  alternate  titles  as  may  be
provided  in  the certificate of incorporation or the by-laws.  [Any] NO
two or more offices may be held by the same person[, except the  offices
of president and secretary, or the offices corresponding thereto].
  S  11. Section 713 of the not-for-profit corporation law is amended by
adding a new paragraph (g) to read as follows:
  (G) AN OFFICER OR A SPOUSE, DOMESTIC PARTNER,  SIBLING  (BY  WHOLE  OR
HALF  BLOOD),  SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE OR HALF
BLOOD), CHILD, GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE  OR  DOMESTIC
PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE OFFICER AT A
PUBLIC  CHARITY,  AS  THAT  TERM  MAY BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME, MAY NOT RECEIVE COMPENSATION OR  REMUNERATION
OF  ANY KIND WHATSOEVER, EXCEPT TO BE REIMBURSED FOR REASONABLE EXPENSES

S. 5115--A                          4

IN THE FULFILLMENT OF THEIR DUTIES TOWARD THE  CORPORATION,  WHERE  SAID
PROHIBITION CANNOT BE CONTRAVENED IN THE CERTIFICATE OF INCORPORATION OR
BY-LAWS OF THE CORPORATION.
  S  12.  Paragraph (d) of section 715 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended  to  read
as follows:
  (d)  Unless  otherwise provided in the certificate of incorporation or
the by-laws, the board shall have authority to fix the  compensation  of
directors  OF  A  PRIVATE FOUNDATION, AS THAT TERM MAY BE DEFINED BY THE
INTERNAL REVENUE SERVICE FROM TIME-TO-TIME, for services in any  capaci-
ty.   AT NO TIME MAY THE DIRECTORS OF A PUBLIC CHARITY, AS THAT TERM MAY
BE DEFINED BY THE INTERNAL REVENUE SERVICE  FROM  TIME-TO-TIME,  RECEIVE
COMPENSATION  OR REMUNERATION OF ANY KIND WHATSOEVER, EXCEPT TO BE REIM-
BURSED FOR REASONABLE EXPENSES IN THE FULFILLMENT OF THEIR DUTIES TOWARD
THE CORPORATION, WHERE SAID PROHIBITION CANNOT  BE  CONTRAVENED  IN  THE
CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE CORPORATION.
  S  13.  Paragraph (e) of section 715 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended  to  read
as follows:
  (e) The fixing of salaries of officers[, if not done in or pursuant to
the  by-laws,  shall  require  the affirmative vote of a majority of the
entire board unless a higher proportion is set  by  the  certificate  of
incorporation  or  by-laws]  IN  PUBLIC  CHARITIES,  AS THAT TERM MAY BE
DEFINED BY THE INTERNAL REVENUE SERVICE FROM TIME-TO-TIME,  IS  STRICTLY
PROHIBITED.
  S  14.  Paragraph (a) of section 717 of the not-for-profit corporation
law, as amended by chapter 490 of the laws of 2010, is amended  to  read
as follows:
  (a) Directors and officers shall discharge the duties of their respec-
tive  positions  in  good  faith and with the care an ordinarily prudent
person in a like position would exercise  under  similar  circumstances.
The  factors  set  forth in subparagraph one of paragraph (e) of section
552 (Standard of conduct in  managing  and  investing  an  institutional
fund),  if  relevant, must be considered by a governing board delegating
investment management of institutional funds  pursuant  to  section  514
(Delegation  of  investment management). For purposes of this paragraph,
the term institutional fund is defined  in  section  551  (Definitions).
FURTHERMORE, ANY COMPENSATION PROVIDED TO DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS OF THE CORPORATION MUST BE REASONABLE AND, WHERE APPLI-
CABLE, IS SUBJECT TO SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF
EXECUTIVES).
  S  15.  Paragraph (a) of section 719 of the not-for-profit corporation
law is amended by adding a new subparagraph 6 to read as follows:
  (6) THE PROVISION OF EXCESSIVE COMPENSATION  TO  DIRECTORS,  OFFICERS,
KEY  EMPLOYEES,  AS  THAT  TERM  MAY  BE DEFINED BY THE INTERNAL REVENUE
SERVICE FROM TIME-TO-TIME,  AND  OTHER  AGENTS  OF  THE  CORPORATION  IN
VIOLATION  OF SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF EXECU-
TIVES), WHERE APPLICABLE.
  S 16. Paragraph (d) of section 719 of the  not-for-profit  corporation
law is amended by adding a new subparagraph 6 to read as follows:
  (6)  UPON REIMBURSEMENT TO THE CORPORATION OF THE AMOUNT OF ANY EXCES-
SIVE COMPENSATION PROVIDED IN VIOLATION OF SECTION SEVEN  HUNDRED  TWEN-
TY-SEVEN (COMPENSATION OF EXECUTIVES), TO BE SUBROGATED TO THE RIGHTS OF
THE  CORPORATION AGAINST A DIRECTOR, OFFICER, KEY EMPLOYEE, AS THAT TERM
MAY BE DEFINED BY THE INTERNAL REVENUE  SERVICE  FROM  TIME-TO-TIME,  OR
OTHER AGENT WHO RECEIVED THE EXCESSIVE COMPENSATION.

S. 5115--A                          5

  S  17.  Clauses  (A)  and  (B)  of  subparagraph 1 of paragraph (a) of
section 720 of the not-for-profit corporation law, as amended by chapter
549 of the laws of 2013, is amended to read as follows:
  (A)  The  neglect  of,  [or]  THE  failure  to  perform,  or ANY other
violation of his OR HER duties in  the  management  and  disposition  of
corporate assets committed to his OR HER charge.
  (B) The acquisition by himself OR HERSELF, transfer to others, loss or
waste  of  corporate  assets  due to any neglect of, [or] THE failure to
perform, or  ANY  other  violation  of  his  OR  HER  duties,  INCLUDING
VIOLATIONS OF SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF EXECU-
TIVES),  PURSUANT  TO SECTION SEVEN HUNDRED SEVENTEEN (DUTY OF DIRECTORS
AND OFFICERS).
  S 18. The not-for-profit corporation law is amended by  adding  a  new
section 727 to read as follows:
S 727. COMPENSATION OF EXECUTIVES.
  (A)  DEFINITIONS.  FOR  THE PURPOSES OF THIS SECTION, UNLESS OTHERWISE
EXPRESSLY STATED OR CONTEXT CLEARLY REQUIRES:
  (1) "COMPENSATION" MEANS THE  AGGREGATE  VALUE  OF  ECONOMIC  BENEFITS
CONFERRED  IN EXCHANGE FOR THE PERFORMANCE OF SERVICES THAT ARE INCLUDED
FOR PURPOSES OF DETERMINING REASONABLENESS UNDER SECTION 26 U.S.C. 4958,
AS FURTHER SPECIFIED  IN  26  CFR  S53.4958-4(B)(II)(B),  OR  SUCCEEDING
PROVISIONS.
  (2) "EXECUTIVE" MEANS ANY PERSON IN A POSITION TO EXERCISE SUBSTANTIAL
INFLUENCE  OVER THE AFFAIRS OF A PROVIDER OF SERVICES, THAT DOES NOT SIT
ON THE GOVERNING BODY OF THE TAX-EXEMPT ORGANIZATION AS REFERENCED IN 26
U.S.C. S4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 CFR S53.4958-3(C),  OR
SUCCEEDING PROVISIONS.
  (3)  "FAMILY  MEMBER"  MEANS  A  SPOUSE, DOMESTIC PARTNER, SIBLING (BY
WHOLE OR HALF BLOOD), SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY  WHOLE
OR  HALF  BLOOD),  CHILD,  GRANDCHILD,  GREAT-GRANDCHILD,  AND SPOUSE OR
DOMESTIC PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD.
  (B) COMPENSATION EXCHANGED BY A  NOT-FOR-PROFIT  CORPORATION  FOR  THE
PERFORMANCE  OF  SERVICES  BY AN EXECUTIVE MUST NOT BE EXCESSIVE AND THE
GOVERNING BODY (I.E., THE BOARD OF  DIRECTORS,  BOARD  OF  TRUSTEES,  OR
EQUIVALENT  CONTROLLING  BODY) SHALL CONSIDER FACTORS INCLUDING, BUT NOT
LIMITED TO: COMPENSATION LEVELS PAID BY SIMILARLY SITUATED  NOT-FOR-PRO-
FIT  CORPORATIONS  AS  DEFINED IN SECTION ONE HUNDRED TWO (DEFINITIONS);
THE AVAILABILITY OF SIMILAR SERVICES  IN  THE  GEOGRAPHIC  AREA  OF  THE
APPLICABLE  PROVIDER  OF SERVICES; CURRENT COMPENSATION SURVEYS COMPILED
BY INDEPENDENT FIRMS; AND ACTUAL  WRITTEN  OFFERS  FROM  SIMILAR  INSTI-
TUTIONS COMPETING FOR THE SERVICES OF THE APPLICABLE EXECUTIVE.
  FOR THE PURPOSES OF THIS SECTION, WHETHER AN ORGANIZATION IS SIMILARLY
SITUATED SHALL BE DETERMINED BASED ON FACTORS INCLUDING, BUT NOT LIMITED
TO:  GROSS  ANNUAL  REVENUE;  GEOGRAPHIC LOCATION; AND THE DIVERSITY AND
COMPLEXITY OF PROGRAMS.
  (C) ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION  FOR
THE  PERFORMANCE OF SERVICES BY AN EXECUTIVE SHALL BE CONSIDERED REASON-
ABLE IF IT FALLS AT OR BELOW THE LEVEL I  OF  THE  FEDERAL  GOVERNMENT'S
RATES  OF BASIC PAY FOR THE EXECUTIVE SCHEDULE PROMULGATED BY THE UNITED
STATES OFFICE OF PERSONNEL MANAGEMENT AND NO  OTHER  ACTION  UNDER  THIS
SECTION NEEDS TO BE TAKEN.
  (D)  ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION FOR
THE PERFORMANCE OF SERVICES BY AN EXECUTIVE THAT DOES EXCEED LEVEL I  OF
THE  FEDERAL  GOVERNMENT'S RATES OF BASIC PAY FOR THE EXECUTIVE SCHEDULE
SHALL BE PRESUMED TO NOT BE EXCESSIVE IF  EACH  OF  THE  FOLLOWING  FOUR
CONDITIONS OCCUR:

S. 5115--A                          6

  (1)  THE  COMPENSATION  IS  APPROVED  IN ADVANCE BY THE GOVERNING BODY
(I.E., THE BOARD OF DIRECTORS, BOARD OF TRUSTEES, OR EQUIVALENT CONTROL-
LING BODY) OF THE NOT-FOR-PROFIT CORPORATION THAT IS  COMPOSED  ENTIRELY
OF  INDIVIDUALS  WHO  DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO
THE COMPENSATION ARRANGEMENT.
  (A)  FOR  THE PURPOSES OF DETERMINING WHETHER THE REQUIREMENTS OF THIS
PARAGRAPH HAVE BEEN MET WITH RESPECT TO A SPECIFIC COMPENSATION ARRANGE-
MENT, AN INDIVIDUAL IS NOT INCLUDED IN THE GOVERNING  BODY  WHEN  IT  IS
REVIEWING A TRANSACTION IF THAT INDIVIDUAL MEETS WITH OTHER MEMBERS ONLY
TO  ANSWER  QUESTIONS, AND OTHERWISE RECUSES HIMSELF OR HERSELF FROM THE
MEETING AND IS NOT PRESENT DURING DEBATE AND VOTING ON THE  COMPENSATION
ARRANGEMENT.
  (B)  A MEMBER OF THE GOVERNING BODY DOES NOT HAVE A CONFLICT OF INTER-
EST WITH RESPECT TO A COMPENSATION ARRANGEMENT ONLY IF THE MEMBER:
  (I) IS NOT AN EXECUTIVE PARTICIPATING IN, OR  ECONOMICALLY  BENEFITING
FROM, THE COMPENSATION ARRANGEMENT;
  (II)  IS NOT IN AN EMPLOYMENT RELATIONSHIP SUBJECT TO THE DIRECTION OR
CONTROL OF ANY EXECUTIVE, OR THE FAMILY MEMBER OF ANY EXECUTIVE, PARTIC-
IPATING IN OR ECONOMICALLY BENEFITING FROM THE COMPENSATION ARRANGEMENT;
  (III) DOES NOT  RECEIVE  COMPENSATION  OR  OTHER  PAYMENT  SUBJECT  TO
APPROVAL  BY  ANY  EXECUTIVE,  OR  THE  FAMILY  MEMBER OF ANY EXECUTIVE,
PARTICIPATING  IN  OR  ECONOMICALLY  BENEFITING  FROM  THE  COMPENSATION
ARRANGEMENT;
  (IV)  HAS  NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE COMPENSATION
ARRANGEMENT; AND
  (V) DOES NOT APPROVE A TRANSACTION PROVIDING ECONOMIC BENEFITS TO  ANY
EXECUTIVE,  OR  THE FAMILY MEMBER OF ANY EXECUTIVE, PARTICIPATING IN THE
COMPENSATION ARRANGEMENT, WHO IN TURN HAS APPROVED  OR  WILL  APPROVE  A
TRANSACTION PROVIDING ECONOMIC BENEFITS TO THE MEMBER.
  (2)  (A)  THE GOVERNING BODY OBTAINED AND RELIED UPON APPROPRIATE DATA
AS TO COMPARABILITY PRIOR TO MAKING  ITS  DETERMINATION  AND  GIVEN  THE
KNOWLEDGE AND EXPERTISE OF ITS MEMBERS, IT HAS INFORMATION SUFFICIENT TO
DETERMINE  WHETHER  THE  COMPENSATION  ARRANGEMENT  IN  ITS  ENTIRETY IS
REASONABLE. RELEVANT  INFORMATION  INCLUDES,  BUT  IS  NOT  LIMITED  TO:
COMPENSATION  LEVELS  PAID  BY  SIMILARLY SITUATED NOT-FOR-PROFIT CORPO-
RATIONS AS DEFINED IN SECTION ONE HUNDRED TWO (DEFINITIONS); THE  AVAIL-
ABILITY  OF  SIMILAR  SERVICES  IN THE GEOGRAPHIC AREA OF THE APPLICABLE
PROVIDER OF SERVICES; CURRENT COMPENSATION SURVEYS COMPILED BY INDEPEND-
ENT FIRMS; AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING
FOR THE SERVICES OF THE APPLICABLE EXECUTIVE.
  (B) FOR PURPOSES OF THIS PARAGRAPH, CONTROL BY AN APPLICABLE  NOT-FOR-
PROFIT CORPORATION MEANS:
  (I)  IN  THE CASE OF A STOCK CORPORATION, OWNERSHIP (BY VOTE OR VALUE)
OF MORE THAN FIFTY PERCENT OF THE STOCK IN SUCH CORPORATION;
  (II) IN THE CASE OF  A  PARTNERSHIP,  OWNERSHIP  OF  MORE  THAN  FIFTY
PERCENT  OF  THE  PROFITS INTERESTS OR CAPITAL INTERESTS IN THE PARTNER-
SHIP;
  (III) IN THE CASE OF A NONSTOCK ORGANIZATION (I.E., AN ENTITY IN WHICH
NO PERSON HOLDS A PROPRIETARY INTEREST), THAT AT LEAST FIFTY PERCENT  OF
THE  DIRECTORS  OR TRUSTEES OF THE NOT-FOR-PROFIT CORPORATION ARE EITHER
REPRESENTATIVES (INCLUDING TRUSTEES, DIRECTORS,  AGENTS,  OR  EMPLOYEES)
OF,  OR  DIRECTLY  OR INDIRECTLY CONTROLLED BY, AN APPLICABLE TAX-EXEMPT
ORGANIZATION; OR
  (IV) IN THE CASE OF ANY OTHER ENTITY, OWNERSHIP  OF  MORE  THAN  FIFTY
PERCENT OF THE BENEFICIAL INTEREST IN THE ENTITY.

S. 5115--A                          7

  (3)  THE GOVERNING BODY ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETER-
MINATION CONCURRENTLY WITH MAKING THAT DETERMINATION.
  (A)  FOR  A DECISION TO BE DOCUMENTED ADEQUATELY, THE WRITTEN OR ELEC-
TRONIC RECORDS OF THE GOVERNING BODY MUST NOTE:
  (I) THE TERMS OF THE TRANSACTION THAT WAS APPROVED, AND  THE  DATE  IT
WAS APPROVED;
  (II)  THE MEMBERS OF THE GOVERNING BODY WHO WERE PRESENT DURING DEBATE
ON THE TRANSACTION THAT WAS APPROVED, AND THOSE WHO VOTED ON IT;
  (III) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE GOVERNING
BODY, AND HOW THE DATA WAS OBTAINED; AND
  (IV) ANY ACTIONS TAKEN WITH RESPECT TO  CONSIDERATION  OF  THE  TRANS-
ACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE GOVERNING BODY BUT WHO
HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION.
  (B) IF THE GOVERNING BODY DETERMINES THAT THE EXECUTIVE'S COMPENSATION
FOR  A SPECIFIC ARRANGEMENT IS HIGHER OR LOWER THAN THE RANGE OF COMPAR-
ABILITY DATA OBTAINED, THE GOVERNING BODY MUST RECORD THE BASIS FOR  ITS
DETERMINATION. FOR A DECISION TO BE DOCUMENTED CONCURRENTLY RECORDS MUST
BE  PREPARED  BEFORE THE LATER OF THE NEXT MEETING OF THE GOVERNING BODY
OR SIXTY DAYS AFTER THE FINAL ACTION OR ACTIONS OF  THE  GOVERNING  BODY
ARE  TAKEN.  RECORDS MUST BE REVIEWED AND APPROVED BY THE GOVERNING BODY
AS REASONABLE, ACCURATE AND COMPLETE WITHIN  A  REASONABLE  TIME  PERIOD
THEREAFTER.
  (4)  THE  COMPENSATION PROVIDED TO THE EXECUTIVE BY THE GOVERNING BODY
DOES NOT EXCEED THE HIGHEST COMPENSATION PROVIDED BY A  SIMILARLY  SITU-
ATED ORGANIZATION FOR SIMILAR SERVICES, AS IDENTIFIED IN THE COMPARABIL-
ITY DATA, BY MORE THAN TWENTY PERCENT.
  (E) IF THE FOUR CONDITIONS OF PARAGRAPH (D) OF THIS SECTION ARE SATIS-
FIED,  THEN  THE PERSON OR ENTITY BRINGING AN ACTION FOR RELIEF PURSUANT
TO THIS SECTION MAY REBUT THE PRESUMPTION THAT  ARISES  UNDER  PARAGRAPH
(D)  OF THIS SECTION ONLY IF IT DEVELOPS SUFFICIENT CONTRARY EVIDENCE TO
REBUT THE PROBATIVE VALUE OF THE COMPARABILITY DATA RELIED UPON  BY  THE
GOVERNING  BODY. WITH RESPECT TO ANY FIXED PAYMENT, REBUTTAL EVIDENCE IS
LIMITED TO EVIDENCE RELATING TO FACTS AND CIRCUMSTANCES EXISTING ON  THE
DATE  THE  PARTIES ENTER INTO THE CONTRACT PURSUANT TO WHICH THE PAYMENT
IS MADE (EXCEPT  IN  THE  EVENT  OF  SUBSTANTIAL  NONPERFORMANCE).  WITH
RESPECT  TO  ALL OTHER PAYMENTS, REBUTTAL EVIDENCE MAY INCLUDE FACTS AND
CIRCUMSTANCES UP TO AND INCLUDING THE DATE OF PAYMENT.
  (F) A NOT-FOR-PROFIT IS PROHIBITED FROM, AND MAY THUS BE  REFERRED  TO
THE  ATTORNEY  GENERAL FOR FURTHER INQUIRY TO BE OFFICIALLY RESPONDED TO
WITHIN NINETY DAYS OF RECEIPT, BY  THE  PERSON  OR  ENTITY  BRINGING  AN
ACTION FOR RELIEF PURSUANT TO THIS SECTION: (1) ENGAGING IN ANY ACT THAT
THE  INTERNAL  REVENUE SERVICE DETERMINES CONSTITUTES AN "EXCESS BENEFIT
TRANSACTION" UNDER SECTION 4958 OF THE INTERNAL  REVENUE  CODE;  OR  (2)
ENGAGING  IN  ANY  ACT  THAT  WOULD CONSTITUTE AN "EXCESS BENEFIT TRANS-
ACTION" UNDER THE STANDARDS OF SECTION  4958  OF  THE  INTERNAL  REVENUE
CODE.
  S 19. Section 104-A of the not-for-profit corporation law, as added by
chapter  591  of  the  laws of 1982, paragraphs (a), (c), (d), (e), (g),
(l), (m), (n) and (p) as amended by chapter 166 of the laws of 1991  and
paragraph  (r) as amended by chapter 198 of the laws of 1984, is amended
to read as follows:
S 104-A. Fees.
  Except as otherwise provided, the department of  state  shall  collect
the following fees pursuant to this chapter:

S. 5115--A                          8

  (a)  For  filing  a  certificate of type of not-for-profit corporation
pursuant to section one hundred  thirteen  of  this  [chapter]  ARTICLE,
thirty dollars.
  (b) For the reservation of a corporate name pursuant to  section three
hundred three of this chapter, ten dollars.
  (c)  For  the resignation of a registered agent for service of process
pursuant to section three hundred five of this chapter, thirty dollars.
  (d) For service of process on  the  secretary  of  state  pursuant  to
section  three hundred six or three hundred seven of this chapter, forty
dollars. If the service is in an action brought solely to recover a  sum
of  money  not  in  excess  of two hundred dollars and the process is so
endorsed, or the process is served on behalf of a county, city, town  or
village or other subdivision of the state, ten dollars.
  (e) For filing a certificate of incorporation pursuant to section four
hundred two of this chapter, [seventy-five] EIGHTY-FIVE dollars.
  (f)  For  filing  a certificate of amendment pursuant to section eight
hundred three of this chapter, [thirty] FORTY dollars.
  (g) For filing a certificate  of  change  pursuant  to  section  eight
hundred three-A of this chapter, [twenty] THIRTY dollars.
  (h)  For  filing  a  restated certificate of incorporation pursuant to
section eight hundred five of this chapter, [thirty] FORTY dollars.
  (i) For filing a certificate of merger or  consolidation  pursuant  to
section nine hundred four of this chapter, [thirty] FORTY  dollars.
  (j)  For  filing  a certificate of merger or consolidation of domestic
and foreign corporations pursuant to section nine hundred  six  of  this
chapter, [thirty] FORTY dollars.
  (k)  For  filing    a  certified  copy  of an order of approval of the
supreme court pursuant to section nine hundred seven  of  this  chapter,
thirty dollars.
  (l)  For  filing  a certificate of dissolution pursuant to section one
thousand three of this chapter, thirty dollars.
  (m) For filing a certificate of annulment of dissolution  pursuant  to
section one thousand twelve of this chapter, [thirty] FORTY dollars.
  (n)  For  filing an application by a foreign corporation for authority
to do business in New York state pursuant to  section  thirteen  hundred
four of this chapter, one hundred [thirty-five] FORTY-FIVE dollars.
  (o)  For  filing  a  certificate  of  amendment  of an application for
authority by a foreign corporation pursuant to section thirteen  hundred
nine of this chapter, [thirty] FORTY dollars.
  (p) For filing a certificate of change of application for authority by
a  foreign  corporation pursuant to section thirteen hundred ten of this
chapter, [twenty] THIRTY dollars.
  (q) For filing a certificate of surrender  of  authority  pursuant  to
section thirteen hundred eleven of this chapter, thirty dollars.
  (r)  For  filing  a  statement  of  the  termination of existence of a
foreign corporation pursuant to section thirteen hundred twelve of  this
chapter,  thirty  dollars.  There  shall  be no fee for the filing by an
authorized officer of the jurisdiction of  incorporation  of  a  foreign
corporation  of  a  certificate  that  the  foreign corporation has been
dissolved or its authority or existence has been otherwise terminated or
cancelled in the jurisdiction of its incorporation.
  (s) For filing any other certificate or instrument, thirty dollars.
  S 20. The not-for-profit corporation law is amended by  adding  a  new
section 116 to read as follows:
S 116. STATE BOARD TRAINING CONSORTIUM.

S. 5115--A                          9

  (A)  NOT-FOR-PROFIT  BOARD  MEMBERS  ARE  ENTRUSTED  WITH  THE OVERALL
MANAGEMENT AND OVERSIGHT OF NON-PROFITS AND HAVE LEGAL AND ETHICAL OBLI-
GATIONS TO KEEP THEMSELVES FULLY INFORMED REGARDING THEIR  ORGANIZATION,
ITS  FINANCES  AND  ITS  OVERALL  OPERATION AND IN ASSURING THAT PROGRAM
STAFF  AND  ADMINISTRATION  EFFECTIVELY  CARRY  OUT  THE  ORGANIZATION'S
MISSION. THE STATE BOARD TRAINING  CONSORTIUM  IS  INTENDED  TO  EMPOWER
BOARD  MEMBERS  OF  NOT-FOR-PROFIT  ORGANIZATIONS  WHO CONTRACT WITH THE
STATE OF NEW YORK WITH THE INFORMATION AND TOOLS NECESSARY TO CARRY  OUT
THEIR  VERY IMPORTANT RESPONSIBILITIES, ROLES AND OBLIGATIONS. THE STATE
BOARD TRAINING CONSORTIUM WILL BE A  COMPREHENSIVE  STATE-WIDE  TRAINING
EFFORT,  DELIVERED  REGIONALLY,  IN-PERSON,  TOGETHER  WITH  A NUMBER OF
TAILORED AGENCY SPECIFIC ONSITE TRAININGS, SOME  VIRTUAL  WEBINARS,  AND
THE LIKE, AND STATE WORKFORCE TRAININGS ON THE SAME OR SIMILAR SUBJECTS.
ANY  TRAINING  CONDUCTED  UNDER THE AUSPICES OF THE STATE BOARD TRAINING
CONSORTIUM WILL BE FREE TO VERIFIED MEMBERS OF NOT-FOR-PROFIT BOARDS  OF
DIRECTORS WHO CONTRACT WITH THE STATE OF NEW YORK.
  (1)  FEES  GENERATED  FROM  THE TEN DOLLAR INCREASE IN THE FILING FEES
ASSOCIATED WITH CERTIFICATES OF INCORPORATION, AMENDMENT, CHANGE, MERGER
OR CONSOLIDATION, ANNULMENT  OF  DISSOLUTION,  AUTHORITY  BY  A  FOREIGN
CORPORATION,  AN  AMENDMENT  OF  SAME  OR A CHANGE IN THE AUTHORITY OF A
FOREIGN CORPORATION, SHALL BE USED TO  FUND  THE  STATE  BOARD  TRAINING
CONSORTIUM.
  (2)  SAID FEES SHALL BE MAINTAINED IN THE STATE BOARD TRAINING CONSOR-
TIUM FUND, AS ESTABLISHED BY SECTION NINETY-SEVEN-J OF THE STATE FINANCE
LAW, TO SUPPORT THE STATE BOARD TRAINING CONSORTIUM ESTABLISHED BY  THIS
SECTION.
  (B)  THE  STATE BOARD TRAINING CONSORTIUM SHALL BE ADMINISTERED BY THE
DEPARTMENT OF STATE THROUGH A CONTRACT UNDER COUNSEL'S OFFICE. A  QUALI-
FIED  NOT-FOR-PROFIT  CORPORATION WILL BE CONTRACTED WITH BY THE DEPART-
MENT OF STATE TO PROVIDE THE TRAINING AND ASSOCIATED SERVICES  DELIVERED
UNDER  THE  STATE  BOARD TRAINING CONSORTIUM, TOGETHER WITH MANAGING ALL
DAY-TO-DAY OPERATIONS, MARKETING EFFORTS, CURRICULUM  UPDATES,  PRINTING
AND  RECORD-KEEPING. THE CONTRACT SHALL HAVE A FIVE YEAR TERM, RENEWABLE
FOR THREE ADDITIONAL YEARS, AND A STANDARD REQUEST FOR PROPOSALS/REQUEST
FOR QUALIFICATIONS PROCESS WILL BE UTILIZED AT  THE  INCEPTION  OF  EACH
CONTRACT.
  (1)  THE  COMMISSIONERS  OF  THE  OFFICE FOR PEOPLE WITH DEVELOPMENTAL
DISABILITIES,  OFFICE  OF  MENTAL  HEALTH,  OFFICE  OF  ALCOHOLISM   AND
SUBSTANCE  ABUSE  SERVICES,  OFFICE OF CHILDREN AND FAMILY SERVICES, AND
DEPARTMENT OF HEALTH, HAVING PRIOR EXPERIENCE IN THE STATE BOARD  TRAIN-
ING  CONSORTIUM  AS  ADMINISTERED  BY OFFICE OF ALCOHOLISM AND SUBSTANCE
ABUSE SERVICES, AND THE DEPARTMENT  OF  HEALTH,  AIDS  INSTITUTE,  SHALL
JOINTLY:
  (I)  DEVELOP  A CONTRACT FOR THE STATE BOARD TRAINING CONSORTIUM ALONG
THE LINES ALREADY PROMULGATED BY THEIR AGENCIES;
  (II) ESTABLISH UNIFORM PROCEDURES TO MONITOR ATTENDANCE  AT  TRAININGS
CONDUCTED UNDER THE STATE BOARD TRAINING CONSORTIUM AND IN REPORTING THE
SAME TO THE ATTENDING BOARDS OF DIRECTORS.
  (2)  THE COMMISSIONERS OF OTHER AGENCIES, INCLUDING BUT NOT LIMITED TO
THE OFFICE FOR THE AGING, DEPARTMENT OF AGRICULTURE AND MARKETS, COUNCIL
ON THE ARTS,  OFFICE  OF  COURT  ADMINISTRATION,  DIVISION  OF  CRIMINAL
JUSTICE  SERVICES, EMPIRE STATE DEVELOPMENT, DEPARTMENT OF ENVIRONMENTAL
CONSERVATION, OFFICE OF GENERAL SERVICES, NEW YORK  STATE  CANAL  CORPO-
RATION  AND  THE  OFFICE  OF  TEMPORARY  AND DISABILITY ASSISTANCE SHALL
ESTABLISH PROCEDURES TO MONITOR ATTENDANCE AT TRAININGS CONDUCTED  UNDER

S. 5115--A                         10

THE  STATE  BOARD  TRAINING  CONSORTIUM AND IN REPORTING THE SAME TO THE
ATTENDING BOARDS OF DIRECTORS.
  (C)  ALL  NOT-FOR-PROFIT  CORPORATIONS THAT CONTRACT WITH THE STATE OF
NEW YORK MAY ATTEND THE STATE BOARD TRAINING CONSORTIUM  TRAININGS  FREE
OF CHARGE.
  S 21. The state finance law is amended by adding a new section 97-j to
read as follows:
  S  97-J.  STATE  BOARD  TRAINING  CONSORTIUM  FUND. 1. THERE IS HEREBY
ESTABLISHED IN THE JOINT CUSTODY OF THE  COMMISSIONER  OF  TAXATION  AND
FINANCE  AND  THE  COMPTROLLER  A  FUND  TO BE KNOWN AS THE "STATE BOARD
TRAINING CONSORTIUM FUND."
  2. SUCH FUND SHALL CONSIST OF  FEES  GENERATED  FROM  THE  TEN  DOLLAR
INCREASE IN FILING FEES IN PARAGRAPHS (E), (F), (G), (H), (I), (J), (M),
(N),  (O)  AND  (P)  OF SECTION ONE HUNDRED FOUR-A OF THE NOT-FOR-PROFIT
CORPORATION LAW, ASSOCIATED WITH CERTIFICATES OF  INCORPORATION,  AMEND-
MENT, CHANGE, MERGER OR CONSOLIDATION, ANNULMENT OF DISSOLUTION, AUTHOR-
ITY  BY  A  FOREIGN CORPORATION, AN AMENDMENT OF SAME OR A CHANGE IN THE
AUTHORITY OF A FOREIGN CORPORATION, PROMULGATED BY THE  CHAPTER  OF  THE
LAWS  OF  TWO  THOUSAND  FOURTEEN THAT ADDED THIS SECTION, AND ALL OTHER
MONEYS CREDITED OR APPROPRIATED FOR TRANSFER THERETO FROM ANY OTHER FUND
OR SOURCE ACCORDING TO LAW.
  3. MONEYS IN THE STATE BOARD TRAINING CONSORTIUM FUND  SHALL  BE  KEPT
SEPARATE AND SHALL NOT BE COMMINGLED WITH ANY OTHER MONEYS IN THE CUSTO-
DY  OF  THE STATE COMPTROLLER. MONEYS IN THE FUND MAY BE INVESTED BY THE
COMPTROLLER PURSUANT TO THE PROVISIONS OF SECTION NINETY-EIGHT-A OF THIS
ARTICLE AND ANY INCOME RECEIVED BY THE COMPTROLLER FROM SUCH INVESTMENTS
SHALL BE ADDED TO AND BECOME PART OF, AND SHALL BE USED FOR THE PURPOSES
OF SUCH FUND. ALL DEPOSITS OF SUCH MONEY SHALL, IF REQUIRED BY THE COMP-
TROLLER, BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE  STATE
OF  MARKET VALUE EQUAL AT ALL TIMES TO THE AMOUNT OF THE DEPOSIT AND ALL
BANKS AND TRUST COMPANIES ARE AUTHORIZED TO  GIVE  SUCH  SECURITIES  FOR
SUCH DEPOSITS.
  4.  MONEYS  IN  THE  FUND, FOLLOWING APPROPRIATION BY THE LEGISLATURE,
SHALL BE ALLOCATED UPON A CERTIFICATE OF APPROVAL OF AVAILABILITY BY THE
DIRECTOR OF THE BUDGET  SOLELY  FOR  THE  PURPOSES  SET  FORTH  IN  THIS
SECTION.
  5.  ALL  MONEYS IN THE FUND SHALL BE MADE AVAILABLE PURSUANT TO APPRO-
PRIATION FOR USE IN FUNDING THE STATE BOARD TRAINING  CONSORTIUM  ESTAB-
LISHED  PURSUANT  TO  SECTION  ONE HUNDRED SIXTEEN OF THE NOT-FOR-PROFIT
CORPORATION LAW.
  S 22.  Absent explicit language expressly and unequivocally stating  a
legislative intent to the contrary, all provisions of this act are irre-
futably  presumed  to operate in a wholly prospective manner. Provisions
shall be considered to operate retroactively, and therefore in violation
of this act, if applied in such a manner as to  alter,  change,  affect,
impair  or  defeat any rights, obligations, duties or interests accrued,
incurred or conferred prior to the effective date of this act.  Further-
more,  the provisions of this act shall neither apply to, nor be applied
based upon the occasion of, acts occurring prior to it becoming law.
  S 23. This act shall take effect on  the  one  hundred  eightieth  day
after it shall have become a law; provided that:
  (a)  the amendments to sections 702, 708, 712, 715 and 720 of the not-
for-profit corporation law made by sections four,  six,  eight,  twelve,
thirteen  and  seventeen  of this act shall take effect on the same date
and in the same manner as sections 67, 68, 70, 74 and 78,  respectively,
of chapter 549 of the laws of 2013, take effect;

S. 5115--A                         11

  (b)  the  amendments  to section 713 of the not-for-profit corporation
law made by section ten of this act shall take effect on the  same  date
and in the same manner as section 73 of chapter 549 of the laws of 2013,
takes effect; and
  (c)  the  amendments to paragraph (a) of section 104-A of the not-for-
profit corporation law made by section nineteen of this  act  shall  not
affect  the repeal of such paragraph and shall be deemed repealed there-
with.

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