Senate Bill S5587

2023-2024 Legislative Session

Relates to the indemnification of directors, officers and key persons; and to repeal sections 721, 722 and 723 of the not-for-profit corporation law; repealer

download bill text pdf

Sponsored By

Current Bill Status - In Senate Committee Corporations, Authorities And Commissions Committee


  • Introduced
    • In Committee Assembly
    • In Committee Senate
    • On Floor Calendar Assembly
    • On Floor Calendar Senate
    • Passed Assembly
    • Passed Senate
  • Delivered to Governor
  • Signed By Governor

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2023-S5587 (ACTIVE) - Details

Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Rpld §§721, 722 & 723, add §721, ren §§724 & 725 to be §§722 & 723, amd §§722, 723 & 720-a, N-PC L
Versions Introduced in Other Legislative Sessions:
2019-2020: S5747
2021-2022: S5513

2023-S5587 (ACTIVE) - Summary

Relates to the indemnification of directors, officers and key persons; ensures the survival of indemnification in case of a merger or consolidation of a corporation; provides that once a right to indemnification arises, it continues to benefit a former director, officer or key person's and her or his heirs and estate; makes related provisions.

2023-S5587 (ACTIVE) - Sponsor Memo

2023-S5587 (ACTIVE) - Bill Text download pdf

                             
                     S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   5587
 
                        2023-2024 Regular Sessions
 
                             I N  S E N A T E
 
                               March 8, 2023
                                ___________
 
 Introduced  by  Sen.  COMRIE -- read twice and ordered printed, and when
   printed to be committed to the Committee on Corporations,  Authorities
   and Commissions
 
 AN  ACT  to amend the not-for-profit corporation law, in relation to the
   indemnification of directors, officers and key persons; and to  repeal
   sections 721, 722 and 723 of the not-for-profit corporation law relat-
   ing thereto
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Sections 721, 722 and 723 of the not-for-profit corporation
 law are REPEALED.
   § 2. The not-for-profit corporation law is amended  by  adding  a  new
 section 721 to read as follows:
 § 721. AUTHORIZATION  FOR  INDEMNIFICATION OF DIRECTORS, OFFICERS OR KEY
          PERSONS; INSURANCE.
   (A) A CORPORATION MAY INDEMNIFY ANY DIRECTOR, OFFICER  OR  KEY  PERSON
 AGAINST EXPENSES, INCLUDING JUDGMENTS, FINES, EXCISE TAXES, AMOUNTS PAID
 IN  SETTLEMENT,  ATTORNEYS' FEES, COURT COSTS AND DISBURSEMENTS ACTUALLY
 AND NECESSARILY INCURRED AS A RESULT OF ACTION  OR  PROCEEDING,  OR  ANY
 APPEAL  THEREOF,  ARISING  OUT  OF SERVICE AS A DIRECTOR, OFFICER OR KEY
 PERSON (1) WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY  TO
 ANY  THREATENED,  PENDING  OR  CONTEMPLATED ACTION OR PROCEEDING, OR ANY
 APPEAL THEREOF, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE OR INVESTIGATIVE
 (INCLUDING AN ACTION BY OR IN THE RIGHT OF THE CORPORATION AND/OR BY ITS
 MEMBERS, IF ANY, OR IN THE RIGHT OF ANY OTHER CORPORATION OF  ANY  KIND,
 DOMESTIC  OR  FOREIGN AND/OR BY ITS MEMBERS, IF ANY), OR BY ANY PARTNER-
 SHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR  OTHER  ENTERPRISE;
 AND  (2)  WHO  HAS MET THE STANDARDS OF CONDUCT SET FORTH IN SECTION 717
 (DUTY OF DIRECTORS AND OFFICERS AND KEY PERSONS) AND ELSEWHERE  IN  THIS
 ARTICLE  AND  WHO IS ENTITLED TO THE PROTECTION OF SECTION 720-A OF THIS
 ARTICLE (LIABILITY OF DIRECTORS, OFFICERS, KEY PERSONS AND TRUSTEES)  TO
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD04051-01-3
              

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