NY Not for Profit Corp L § 715-A (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 715-A - Conflict of Interest Policy.

§ 715-a. Conflict of interest policy.  (a)  Except  as  provided  in paragraph (d) of this section, the board shall adopt, and oversee the implementation of, and compliance  with,  a conflict  of  interest policy to ensure that its directors, officers and key persons act in the  corporation's  best  interest  and  comply  with applicable   legal  requirements,  including  but  not  limited  to  the requirements set forth in section seven hundred fifteen of this article.  (b) The conflict of interest policy shall include, at a  minimum,  the following provisions:  (1)  a  definition  of the circumstances that constitute a conflict of interest;  (2) procedures for disclosing  a  conflict  of  interest  or  possible conflict  of  interest  to the board or to a committee of the board, and procedures for the board or committee to determine  whether  a  conflict exists;  (3) a requirement that the person with the conflict of interest not be present  at or participate in board or committee deliberation or vote on the matter giving rise to such conflict, provided that nothing  in  this section shall prohibit the board or a committee from requesting that the person  with  the conflict of interest present information as background or answer questions at  a  committee  or  board  meeting  prior  to  the commencement of deliberations or voting relating thereto;  (4)  a prohibition against any attempt by the person with the conflict to influence improperly the deliberation or voting on the matter  giving rise to such conflict;  (5) a requirement that the existence and resolution of the conflict be documented in the corporation's records, including in the minutes of any meeting at which the conflict was discussed or voted upon; and  (6)  procedures  for  disclosing,  addressing, and documenting related party transactions in accordance with section seven hundred  fifteen  of this article.  (c)  The  conflict  of interest policy shall require that prior to the initial election of any director, and annually thereafter, such director shall complete, sign and submit to the secretary of the corporation or a designated compliance officer a written statement  identifying,  to  the best  of  the director's knowledge, any entity of which such director is an  officer,  director,  trustee,  member,  owner  (either  as  a   sole proprietor or a partner), or employee and with which the corporation has a  relationship,  and  any  transaction  in  which  the corporation is a participant and in which the director might have a conflicting interest. The policy shall require  that  each  director  annually  resubmit  such written  statement.  The secretary of the corporation or the designated compliance officer shall provide a copy of all completed  statements  to the  chair of the audit committee or, if there is no audit committee, to the chair of the board.  (d) A corporation  that  has  adopted  and  possesses  a  conflict  of interest  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  a  local authority  as  defined in section two of the public authorities law, and that  has  complied  substantially  with  section  twenty-eight  hundred twenty-four  and  subdivision  three  of  section  twenty-eight  hundred twenty-five of such  law,  shall  be  deemed  in  compliance  with  this section.  (e)  Nothing  in  this  section  shall  be  interpreted  to  require a corporation to adopt  any  specific  conflict  of  interest  policy  not otherwise  required  by  this  section  or  any other law or rule, or to  supersede or limit  any  requirement  or  duty  governing  conflicts  of interest required by any other law or rule.