N.Y. Racing, Pari-Mutuel Wagering and Breeding Law § 202-a

§ 202-a. Liability of the directors of a franchised corporation. The\ndirectors of a franchised corporation, and any person or persons acting\non their behalf, while acting within the scope of their authority, shall\nbe exempt from any personal liability resulting from carrying out any of\nthe powers expressly given in this chapter, except for acts of\nmalfeasance or gross negligence.\n