N.Y. Not-For-Profit Corp. Law § 717
Duty of directors, officers and key persons
Redline — January 1, 2015 → current.View current text →
Current — January 1, 2020
As of January 1, 2015
§ 717. Duty of directors and officers.\n (a) Directors and officers shall discharge the duties of their\nrespective positions in good faith and with the care an ordinarily\nprudent person in a like position would exercise under similar\ncircumstances. The factors set forth in subparagraph one of paragraph\n(e) of section 552 (Standard of conduct in managing and investing an\ninstitutional fund), if relevant, must be considered by a governing\nboard delegating investment management of institutional funds pursuant\nto section 514 (Delegation of investment management) For purposes of\nthis paragraph, the term institutional fund is defined in section 551\n(Definitions).\n (b) In discharging their duties, directors and officers, when acting\nin good faith, may rely on information, opinions, reports or statements\nincluding financial statements and other financial data, in each case\nprepared or presented by: (1) one or more officers or employees of the\ncorporation, whom the director believes to be reliable and competent in\nthe matters presented, (2) counsel, public accountants or other persons\nas to matters which the directors or officers believe to be within such\nperson's professional or expert competence or (3) a committee of the\nboard upon which they do not serve, duly designated in accordance with a\nprovision of the certificate of incorporation or the bylaws, as to\nmatters within its designated authority, which committee the directors\nor officers believe to merit confidence, so long as in so relying they\nshall be acting in good faith and with that degree of care specified in\nparagraph (a) of this section. Persons shall not be considered to be\nacting in good faith if they have knowledge concerning the matter in\nquestion that would cause such reliance to be unwarranted. Persons who\nso perform their duties shall have no liability by reason of being or\nhaving been directors or officers of the corporation.\n
§ 717. Duty of directors, officers and key persons.\n (a) Directors, officers and key persons shall discharge the duties of\ntheir respective positions in good faith and with the care an ordinarily\nprudent person in a like position would exercise under similar\ncircumstances. The factors set forth in subparagraph one of paragraph\n(e) of section 552 (Standard of conduct in managing and investing an\ninstitutional fund), if relevant, must be considered by a governing\nboard delegating investment management of institutional funds pursuant\nto section 514 (Delegation of investment management) For purposes of\nthis paragraph, the term institutional fund is defined in section 551\n(Definitions).\n (b) In discharging their duties, directors, officers and key persons,\nwhen acting in good faith, may rely on information, opinions, reports or\nstatements including financial statements and other financial data, in\neach case prepared or presented by: (1) one or more officers or\nemployees of the corporation, whom the director believes to be reliable\nand competent in the matters presented, (2) counsel, public accountants\nor other persons as to matters which the directors, officers or key\npersons believe to be within such person's professional or expert\ncompetence or (3) a committee of the board upon which they do not serve,\nduly designated in accordance with a provision of the certificate of\nincorporation or the bylaws, as to matters within its designated\nauthority, which committee the directors, officers or key persons\nbelieve to merit confidence, so long as in so relying they shall be\nacting in good faith and with that degree of care specified in paragraph\n(a) of this section. Persons shall not be considered to be acting in\ngood faith if they have knowledge concerning the matter in question that\nwould cause such reliance to be unwarranted. Persons who so perform\ntheir duties shall have no liability by reason of being or having been\ndirectors, officers or key persons of the corporation.\n
Official source: NYS Open Legislation (New York State Senate). Reproduced from public-domain New York statutes; confirm against the official source for the current text. Not legal advice.