§ 715-A — Conflict of interest policy

§ 715-a. Conflict of interest policy.\n (a) Except as provided in paragraph (d) of this section, the board\nshall adopt, and oversee the implementation of, and compliance with, a\nconflict of interest policy to ensure that its directors, officers and\nkey persons act in the corporation's best interest and comply with\napplicable legal requirements, including but not limited to the\nrequirements set forth in section seven hundred fifteen of this article.\n (b) The conflict of interest policy shall include, at a minimum, the\nfollowing provisions:\n (1) a definition of the circumstances that constitute a conflict of\ninterest;\n (2) procedures for disclosing a conflict of interest or possible\nconflict of interest to the board or to a committee of the board, and\nprocedures for the board or committee to determine whether a conflict\nexists;\n (3) a requirement that the person with the conflict of interest not be\npresent at or participate in board or committee deliberation or vote on\nthe matter giving rise to such conflict, provided that nothing in this\nsection shall prohibit the board or a committee from requesting that the\nperson with the conflict of interest present information as background\nor answer questions at a committee or board meeting prior to the\ncommencement of deliberations or voting relating thereto;\n (4) a prohibition against any attempt by the person with the conflict\nto influence improperly the deliberation or voting on the matter giving\nrise to such conflict;\n (5) a requirement that the existence and resolution of the conflict be\ndocumented in the corporation's records, including in the minutes of any\nmeeting at which the conflict was discussed or voted upon; and\n (6) procedures for disclosing, addressing, and documenting related\nparty transactions in accordance with section seven hundred fifteen of\nthis article.\n (c) The conflict of interest policy shall require that prior to the\ninitial election of any director, and annually thereafter, such director\nshall complete, sign and submit to the secretary of the corporation or a\ndesignated compliance officer a written statement identifying, to the\nbest of the director's knowledge, any entity of which such director is\nan officer, director, trustee, member, owner (either as a sole\nproprietor or a partner), or employee and with which the corporation has\na relationship, and any transaction in which the corporation is a\nparticipant and in which the director might have a conflicting interest.\nThe policy shall require that each director annually resubmit such\nwritten statement. The secretary of the corporation or the designated\ncompliance officer shall provide a copy of all completed statements to\nthe chair of the audit committee or, if there is no audit committee, to\nthe chair of the board.\n (d) A corporation that has adopted and possesses a conflict of\ninterest policy pursuant to federal, state or local laws that is\nsubstantially consistent with the provisions of paragraph (b) of this\nsection shall be deemed in compliance with provisions of this section.\nIn addition, any corporation that is a state authority or a local\nauthority as defined in section two of the public authorities law, and\nthat has complied substantially with section twenty-eight hundred\ntwenty-four and subdivision three of section twenty-eight hundred\ntwenty-five of such law, shall be deemed in compliance with this\nsection.\n (e) Nothing in this section shall be interpreted to require a\ncorporation to adopt any specific conflict of interest policy not\notherwise required by this section or any other law or rule, or to\nsupersede or limit any requirement or duty governing conflicts of\ninterest required by any other law or rule.\n