NY Arts & Cult Aff L § 20.09 (2021)
2021 New York Laws ACA - Arts and Cultural Affairs Title E - New York State Cultural Resources Act Article 20 - New York State Cultural Resources Act 20.09 - Administration of a Trust.

§ 20.09. Administration  of  a trust. 1. A trust shall be administered   by a board of trustees, all of whom shall be appointed  as  provided  by   special  law.    The  number  of trustees, their qualifications, and the   duration of their respective terms of office shall be set forth  in  the   special law.2. The special law creating a trust may provide for the appointment of   a  trustee  as chairman of the board of trustees and for the appointment   of a trustee as president and chief executive officer of the trust.  The   chairman  of the board of trustees and the president and chief executive   officer of the trust shall  have  such  powers  and  duties  as  may  be   prescribed by special law.3.  No  trustee  other  than the president and chief executive officer   shall receive, directly or indirectly, any salary or other  compensation   from  a  trust,  in  any  capacity.  Each  trustee  shall be entitled to   reimbursement for his actual and  necessary  expenses  incurred  in  the   performance of his duties as a trustee.  Each trustee shall be deemed to   be   a   state  officer  for  purposes  of  sections  seventy-three  and   seventy-four of the public officers law.   Notwithstanding  anything  to   the  contrary  contained in any general, special or local law concerning   the holding of dual offices, an officer or employee of the state or  any   political  subdivision of the state, or any agency or instrumentality of   the state or any such political subdivision, or any public  corporation,   may  be  appointed  as president and chief executive officer of a trust,   and such officers and employees may be appointed as  trustees.  No  such   officer  or employee shall forfeit his office or employment by reason of   his acceptance or appointment as a trustee, officer, employee  or  agent   of  the trust. No more than one person serving on the board of trustees,   or equivalent body, of  each  participating  cultural  institution  with   which  the  trust  has  entered  into  a financing agreement shall serve   concurrently on the board of trustees of a trust. Any trustee of a trust   who is concurrently serving on the  board  of  trustees,  or  equivalent   body,  of  a  participating  cultural  institution  shall  refrain  from   participating in discussions or voting on  matters  pertaining  to  such   participating  cultural  institution.  Each  trustee  may be removed for   cause as provided by special law.4. Except as otherwise provided in this article or by special law, (a)   a majority of the trustees then in office shall constitute a quorum  for   the transaction of any business or the exercise of any power by a trust;   and  (b) the powers of the trust shall be vested in, and be exercised by   the affirmative vote of, a majority of  the  members  of  the  board  of   trustees  present  at  a  meeting  at  which  a quorum is in attendance;   provided, however, that any action required or permitted to be taken  at   a meeting of the board of trustees may be taken without a meeting if all   the  members  of the board of trustees then in office consent thereto in   writing and provided further that one or more trustees  may  participate   in  a meeting by means of conference telephone or similar communications   equipment allowing all persons participating in the meeting to hear each   other at the same time and participation by such means shall  constitute   presence in person at a meeting. No trustee may vote by proxy. The trust   may  delegate  to  one  or  more  of  its  trustees, officers, agents or   employees such powers and duties as it may deem proper.5. The trustees, officers and  employees  of  a  trust  shall  not  be   personally  liable  for any debt, obligation or liability incurred by or   imposed upon the trust at any time.6. A trust may make payments to or on behalf of its trustees, officers   and employees in accordance with and to the same extent as authorized by   the provisions  of  sections  seven  hundred  twenty-one  through  seven   hundred  twenty-six of the business corporation law as amended from time    to time with the same effect as though  such  sections  applied  to  the   trust,  its  trustees, officers and employees; provided, however, that a   trust shall save harmless  and  indemnify  its  trustees,  officers  and   employees   against  any  claim,  demand,  suit  or  judgment  based  on   allegations that financial loss has been  sustained  by  any  person  in   connection with the acquisition, disposition or holding of bonds, notes,   securities or other obligations of a trust, or those of any other public   corporation  if  such  loss  allegedly  resulted  from dealings with the   trust, unless such trustee, officer or employee  is  found  by  a  final   judicial  determination  not  to  have acted in good faith for a purpose   which he reasonably believed to be in the best interests of the trust or   not to have had reasonable cause to believe that his conduct was lawful;   and provided further than no trustee, officer or employee of  the  trust   shall  be  liable to any person other than the trust based solely on his   or her conduct in the execution of such office, unless  the  conduct  of   such  trustee,  officer or employee with respect to the person asserting   liability constituted gross negligence or  was  intended  to  cause  the   resulting  harm  to  the  person  asserting  such liability. A trust may   procure  insurance  or  be  indemnified  with  respect  to  any  payment   permitted  under this subdivision in such amounts and with such insurers   or other persons as it deems desirable.