2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 715-B - Whistleblower Policy.

§ 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.