NY Not for Profit Corp L § 712-A (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 712-A - Audit Oversight.

§ 712-a. Audit oversight.  (a)  The board, or a designated audit committee of the board comprised solely of independent directors, of any corporation required to file  an independent certified public accountant's audit report with the attorney general pursuant to subdivision one of section one hundred seventy-two-b of  the  executive  law  shall  oversee  the  accounting  and  financial reporting  processes  of  the  corporation  and   the   audit   of   the corporation's  financial  statements.  The  board  or  designated  audit committee shall annually retain or renew the retention of an independent auditor to conduct the audit and, upon completion  thereof,  review  the results  of  the  audit  and  any  related  management  letter  with the independent auditor.  (b) The board, or a designated audit committee of the board  comprised solely  of independent directors, of any corporation required to file an independent certified public accountant's audit report with the attorney general pursuant to subdivision one of section one hundred seventy-two-b of the executive law and that in the prior fiscal year  had  or  in  the current  fiscal year reasonably expects to have annual revenue in excess of one million dollars shall, in addition to those duties set  forth  in paragraph (a) of this section:  (1)  review with the independent auditor the scope and planning of the audit prior to the audit's commencement;  (2) upon  completion  of  the  audit,  review  and  discuss  with  the independent  auditor:  (A) any material risks and weaknesses in internal controls identified by the auditor; (B) any restrictions on the scope of the auditor's activities or access to  requested  information;  (C)  any significant  disagreements  between  the auditor and management; and (D) the adequacy of the corporation's  accounting  and  financial  reporting processes;  (3)   annually  consider  the  performance  and  independence  of  the independent auditor; and  (4) if the duties required by this section are performed by  an  audit committee, report on the committee's activities to the board.  (d)  If  a  corporation controls a group of corporations, the board or designated audit committee of the board of the  controlling  corporation may  perform  the duties required by this section for one or more of the controlled corporations and, if independent  directors,  directors  from one  or more of such controlled corporations may serve on any designated audit committee of  the  board  of  such  controlling  corporation,  and perform the duties required by this section for each corporation and any controlled corporations.  (e)  Only  independent  directors  may  participate  in  any  board or committee deliberations or voting relating to matters set forth in  this section,  provided  that  nothing  in  this paragraph shall prohibit the board or designated audit committee from requesting that a  person  with an  interest  in  the matter present information as background or answer questions at a committee or board meeting prior to the  commencement  of deliberations or voting relating thereto.  (f)  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  sections  twenty-eight  hundred  two  and twenty-eight  hundred  twenty-four  of  such  law  shall  be  deemed  in compliance with this section.