N.Y. Arts and Cultural Affairs Law § 20.09

§ 20.09. Administration of a trust. 1. A trust shall be administered\nby a board of trustees, all of whom shall be appointed as provided by\nspecial law. The number of trustees, their qualifications, and the\nduration of their respective terms of office shall be set forth in the\nspecial law.\n 2. The special law creating a trust may provide for the appointment of\na trustee as chairman of the board of trustees and for the appointment\nof a trustee as president and chief executive officer of the trust. The\nchairman of the board of trustees and the president and chief executive\nofficer of the trust shall have such powers and duties as may be\nprescribed by special law.\n 3. No trustee other than the president and chief executive officer\nshall receive, directly or indirectly, any salary or other compensation\nfrom a trust, in any capacity. Each trustee shall be entitled to\nreimbursement for his actual and necessary expenses incurred in the\nperformance of his duties as a trustee. Each trustee shall be deemed to\nbe a state officer for purposes of sections seventy-three and\nseventy-four of the public officers law. Notwithstanding anything to\nthe contrary contained in any general, special or local law concerning\nthe holding of dual offices, an officer or employee of the state or any\npolitical subdivision of the state, or any agency or instrumentality of\nthe state or any such political subdivision, or any public corporation,\nmay be appointed as president and chief executive officer of a trust,\nand such officers and employees may be appointed as trustees. No such\nofficer or employee shall forfeit his office or employment by reason of\nhis acceptance or appointment as a trustee, officer, employee or agent\nof the trust. No more than one person serving on the board of trustees,\nor equivalent body, of each participating cultural institution with\nwhich the trust has entered into a financing agreement shall serve\nconcurrently on the board of trustees of a trust. Any trustee of a trust\nwho is concurrently serving on the board of trustees, or equivalent\nbody, of a participating cultural institution shall refrain from\nparticipating in discussions or voting on matters pertaining to such\nparticipating cultural institution. Each trustee may be removed for\ncause as provided by special law.\n 4. Except as otherwise provided in this article or by special law, (a)\na majority of the trustees then in office shall constitute a quorum for\nthe transaction of any business or the exercise of any power by a trust;\nand (b) the powers of the trust shall be vested in, and be exercised by\nthe affirmative vote of, a majority of the members of the board of\ntrustees present at a meeting at which a quorum is in attendance;\nprovided, however, that any action required or permitted to be taken at\na meeting of the board of trustees may be taken without a meeting if all\nthe members of the board of trustees then in office consent thereto in\nwriting and provided further that one or more trustees may participate\nin a meeting by means of conference telephone or similar communications\nequipment allowing all persons participating in the meeting to hear each\nother at the same time and participation by such means shall constitute\npresence in person at a meeting. No trustee may vote by proxy. The trust\nmay delegate to one or more of its trustees, officers, agents or\nemployees such powers and duties as it may deem proper.\n 5. The trustees, officers and employees of a trust shall not be\npersonally liable for any debt, obligation or liability incurred by or\nimposed upon the trust at any time.\n 6. A trust may make payments to or on behalf of its trustees, officers\nand employees in accordance with and to the same extent as authorized by\nthe provisions of sections seven hundred twenty-one through seven\nhundred twenty-six of the business corporation law as amended from time\nto time with the same effect as though such sections applied to the\ntrust, its trustees, officers and employees; provided, however, that a\ntrust shall save harmless and indemnify its trustees, officers and\nemployees against any claim, demand, suit or judgment based on\nallegations that financial loss has been sustained by any person in\nconnection with the acquisition, disposition or holding of bonds, notes,\nsecurities or other obligations of a trust, or those of any other public\ncorporation if such loss allegedly resulted from dealings with the\ntrust, unless such trustee, officer or employee is found by a final\njudicial determination not to have acted in good faith for a purpose\nwhich he reasonably believed to be in the best interests of the trust or\nnot to have had reasonable cause to believe that his conduct was lawful;\nand provided further than no trustee, officer or employee of the trust\nshall be liable to any person other than the trust based solely on his\nor her conduct in the execution of such office, unless the conduct of\nsuch trustee, officer or employee with respect to the person asserting\nliability constituted gross negligence or was intended to cause the\nresulting harm to the person asserting such liability. A trust may\nprocure insurance or be indemnified with respect to any payment\npermitted under this subdivision in such amounts and with such insurers\nor other persons as it deems desirable.\n