senate Bill S5197

2013-2014 Legislative Session

Relates to the oversight of executive compensation and to trust governance

download bill text pdf

Sponsored By

Archive: Last Bill Status -


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

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Actions

view actions (2)
Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 08, 2014 referred to corporations, authorities and commissions
May 14, 2013 referred to corporations, authorities and commissions

Co-Sponsors

S5197 - Details

See Assembly Version of this Bill:
A7338
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd §102, add §712-a, N-PC L; add §8-1.9, EPT L

S5197 - Summary

Relates to the oversight of audits and executive compensation and to trust governance.

S5197 - Sponsor Memo

S5197 - Bill Text download pdf

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

                                  5197

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                              May 14, 2013
                               ___________

Introduced by Sens. MARCELLINO, RANZENHOFER -- (at request of the Attor-
  ney General) -- read twice and ordered printed, and when printed to be
  committed  to  the  Committee on Corporations, Authorities and Commis-
  sions

AN ACT to amend the not-for-profit corporation law, in relation to exec-
  utive compensation oversight; and to amend  the  estates,  powers  and
  trusts law, in relation to trust governance

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

  Section 1. Subparagraph 6 of paragraph (a) of section 102 of the  not-
for-profit  corporation  law  is amended, and five new subparagraphs 19,
20, 21, 22 and 23, are added to read as follows:
  (6) "Director" means any member of the governing  board  of  a  corpo-
ration,  whether  designated as director, trustee, manager, governor, or
by any other title. The term "board" means "board of directors"  OR  ANY
OTHER BODY CONSTITUTING A "GOVERNING BOARD" AS DEFINED IN THIS SECTION.
  (19)  AN  "AFFILIATE" OF A CORPORATION MEANS ANY ENTITY CONTROLLED BY,
IN CONTROL OF, OR UNDER COMMON CONTROL WITH SUCH CORPORATION.
  (20) "INDEPENDENT DIRECTOR" MEANS A DIRECTOR WHO: (I) IS NOT, AND  HAS
NOT  BEEN WITHIN THE LAST THREE YEARS, AN EMPLOYEE OF THE CORPORATION OR
AN AFFILIATE OF THE CORPORATION, AND DOES NOT HAVE A RELATIVE WHO IS, OR
HAS BEEN WITHIN THE LAST THREE YEARS, A KEY EMPLOYEE OF THE  CORPORATION
OR  AN AFFILIATE OF THE CORPORATION; (II) HAS NOT RECEIVED, AND DOES NOT
HAVE A RELATIVE WHO HAS RECEIVED, IN ANY OF THE LAST THREE FISCAL YEARS,
MORE THAN TEN THOUSAND DOLLARS IN DIRECT COMPENSATION  FROM  THE  CORPO-
RATION  OR AN AFFILIATE OF THE CORPORATION (OTHER THAN REIMBURSEMENT FOR
EXPENSES REASONABLY INCURRED AS A DIRECTOR  OR  REASONABLE  COMPENSATION
FOR  SERVICE  AS A DIRECTOR AS PERMITTED BY PARAGRAPH (A) OF SECTION 202
(GENERAL AND SPECIAL POWERS)); AND (III) IS NOT A CURRENT EMPLOYEE OF OR
HAVE A SUBSTANTIAL FINANCIAL INTEREST IN, AND DOES NOT HAVE  A  RELATIVE
WHO  IS A CURRENT OFFICER OF OR HAS A SUBSTANTIAL FINANCIAL INTEREST IN,

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD10820-01-3

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