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This entry was published on 2019-11-15
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Whistleblower policy
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 7
§ 715-b. Whistleblower policy.

(a) Except as provided in paragraph (c) of this section, the board of
every corporation that has twenty or more employees and in the prior
fiscal year had annual revenue in excess of one million dollars shall
adopt, and oversee the implementation of, and compliance with, a
whistleblower policy to protect from retaliation persons who report
suspected improper conduct. Such policy shall provide that no director,
officer, key person, employee or volunteer of a corporation who in good
faith reports any action or suspected action taken by or within the
corporation that is illegal, fraudulent or in violation of any adopted
policy of the corporation shall suffer intimidation, harassment,
discrimination or other retaliation or, in the case of employees,
adverse employment consequence.

(b) The whistleblower policy shall include the following provisions:

(1) Procedures for the reporting of violations or suspected violations
of laws or corporate policies, including procedures for preserving the
confidentiality of reported information;

(2) A requirement that an employee, officer or director of the
corporation be designated to administer the whistleblower policy and to
report to the board or an authorized committee thereof, except that
directors who are employees may not participate in any board or
committee deliberations or voting relating to administration of the
whistleblower policy;

(3) A requirement that the person who is the subject of a
whistleblower complaint not be present at or participate in board or
committee deliberations or vote on the matter relating to such
complaint, provided that nothing in this subparagraph shall prohibit the
board or committee from requesting that the person who is subject to the
complaint present information as background or answer questions at a
committee or board meeting prior to the commencement of deliberations or
voting relating thereto; and

(4) A requirement that a copy of the policy be distributed to all
directors, officers, key persons, employees and to volunteers who
provide substantial services to the corporation. For purposes of this
subdivision, posting the policy on the corporation's website or at the
corporation's offices in a conspicuous location accessible to employees
and volunteers are among the methods a corporation may use to satisfy
the distribution requirement.

(c) A corporation that has adopted and possesses a whistleblower
policy pursuant to federal, state or local laws that is substantially
consistent with the provisions of paragraph (b) of this section shall be
deemed in compliance with provisions of this section. In addition, any
corporation that is a state authority or local authority as defined in
section two of the public authorities law, and that has complied
substantially with section twenty-eight hundred twenty-four of such law
and is subject to the provisions of section twenty-eight hundred
fifty-seven of such law, shall be deemed in compliance with the
provisions of this section.

(d) Nothing in this section shall be interpreted to relieve any
corporation from any additional requirements in relation to internal
compliance, retaliation, or document retention required by any other law
or rule.