2023 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.