A02118 Summary:

BILL NO    A02118A

SAME AS    SAME AS S05115-A

SPONSOR    Paulin (MS)

COSPNSR    Colton, Roberts

MLTSPNSR   Jacobs, Robinson, Skartados, Thiele, Wright

Amd S63, Exec L; amd N-PC L, generally; add S97-j, St Fin L

Prohibits officers and family members of such officers of public charities from
receiving compensation; requires reasonable compensation when allowed; sets
certain compensation; establishes the state board training consortium;
establishes the state board training consortium fund; increases certain filing
fees to fund the state board training consortium fund.
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A02118 Actions:

BILL NO    A02118A

01/09/2013 referred to governmental operations
01/08/2014 referred to governmental operations
05/05/2014 amend and recommit to governmental operations
05/05/2014 print number 2118a
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A02118 Memo:

BILL NUMBER:A2118A

TITLE OF BILL:  An act to amend the executive law and not-for-profit
corporation law, in relation to prohibiting certain individuals from
receiving compensation from public charities; requires reasonable
compensation when allowed; establishes the state board training
consortium; and to amend the state finance law, in relation to
establishing the state board training consortium fund

PURPOSE OR GENERAL IDEA OF BILL: To provide clear and concise
requirements and procedures to ensure that compensation paid to
executives at not-for-profits funded by the State are reasonable and
not excessive.

SUMMARY OF PROVISIONS: Section one adds a new subdivision 17 to
section 63 of the executive law to authorize the Attorney General to
make inquiry into any documents prepared for compliance with section
727 of the not-for-profit corporation law, relating to the
compensation of executives.

Section two amends subparagraph 12 of subparagraph (a) of the
not-for-profit corporation law ("NPCL") to state that compensation is
subject, where applicable, to section 727 of the not-for-profit
corporation law.

Section three amends section 701 of the NPCL to disqualify employees
and their relatives from sitting on the board of the directors of the
corporation where they are employed.

Section four amends paragraph (a) of section 702 of the NPCL to
provide that not-for-profit corporations with annual gross receipts in
an amount that would trigger an audit and not-for-profit corporations
with annual gross receipts equal to or above $250,000 must have at
least five directors on their board.

Section five amends paragraph (a) of section 706 of the NPCL to
clarify that removal of directors for cause is to include violations
of NPCL 717, duty of directors and officers, or violation of the
bylaws or violation of the conflict of interest policy contained in
the bylaws.

Section six amends NPCL 70B, action by the board, to allow for
Unanimous Consent in Lieu of a Meeting to occur via Email delivery.

Section seven amends NPCL 711, notice of meetings of the board, to
allow for Email delivery.

Section eight amends NPCL 712 to disallow the Executive Committee from
fixing the compensation of directors, officers, staff or agents of the
corporation, making this a full board function.

Section nine and ten amends NPCL 713, to disallow officers from
receiving compensation and to disallow them from holding more than one
office.

Section 11 amends NPCL 713, to disallow relatives from receiving
compensation.


Sections twelve and thirteen amend NPCL 715 to allow the board to fix
director compensation for private foundations only and to disallow the
fixing of compensation for directors for public charities, and to
disallow the compensation of officers at public charities.

Section fourteen amends NPCL 717 to mandate that if there is
compensation that said compensation must be reasonable and be subject
to the new Section 727.

Sections fifteen and sixteen amend NPCL 719 to append joint and
several liability to directors who vote for excess compensation and to
call for subrogation of their rights to the corporation if there is a
reimbursement or penalty.

Section seventeen amends NPCL 720 to make it actionable against the
director for not following the new Section 727.

Section eighteen adds a new section 727 to the NPCL. It defines
compensation to match the IRS definition surrounding "excess benefit
transactions," while also matching the testing analysis and the
individuals subject to the test who are paid by the corporation, while
also exempting from the testing any paid staffer at a nonprofit who
paid at or below the Level I of the Rates of Basic Pay for Executives
Schedule promulgated by the US OPM. It also calls for testing as to
whether compensation is reasonable or not for any salaries over this
standard, with the testing being done in-house and only made available
upon request of the AG or if there is a lawsuit alleging payment of
excess benefits.

Section nineteen amends section 104-A of the NPCL to increase various
filing fees by ten dollars.

Section twenty amends section 116 of the NPCL to create the state
board training consortium.

Section twenty-one amends section 97-j of the state finance law to
create the state board training, consortium fund.

Section twenty-three provides the effective date.

JUSTIFICATION:; This legislation will enhance public trust and
accountability in New York State's public charities, and improve their
sustainability in serving our communities. It takes a targeted,
balanced and fair approach to the issues associated with public
charities' compensation and promotes self-regulating accountability by
public charities' boards. It imposes workable, necessary restrictions
on public charities' staff expenditures and enhances board
responsibilities, while avoiding the imposition of undue burdens on
small public charities.

PRIOR LEGISLATIVE HISTORY: A.10508 of 2012 referred to governmental
operations. Same as S.7565 (Marcellino) of 2012 referred to
investigations and government operations.

FISCAL IMPLICATIONS FOR STATE AND LOCAL GOVERNMENTS:  None.


EFFECTIVE DATE: This act shall take effect on the one hundred
eightieth day after it shall have become law.
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A02118 Text:

                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________

                                        2118--A

                              2013-2014 Regular Sessions

                                 I N  A S S E M B L Y

                                      (PREFILED)

                                    January 9, 2013
                                      ___________

       Introduced  by M. of A. PAULIN, COLTON, ROBERTS -- Multi-Sponsored by --
         M. of A.  JACOBS, ROBINSON, SKARTADOS, THIELE, WRIGHT -- read once and
         referred to the Committee on Governmental Operations -- recommitted to
         the Committee on Governmental Operations in accordance  with  Assembly
         Rule  3,  sec.  2  --  committee  discharged,  bill  amended,  ordered
         reprinted as amended and recommitted to said committee

       AN ACT to amend the executive law and not-for-profit corporation law, in
         relation to prohibiting certain  individuals  from  receiving  compen-
         sation  from  public  charities; requires reasonable compensation when
         allowed; establishes the state board training consortium; and to amend
         the state finance law, in relation to  establishing  the  state  board
         training consortium fund

         THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
       BLY, DO ENACT AS FOLLOWS:

    1    Section 1. Section 63 of the executive law is amended by adding a  new
    2  subdivision 17 to read as follows:
    3    17.  MAKE  INQUIRY  INTO  ANY  DOCUMENTS  PREPARED UNDER SECTION SEVEN
    4  HUNDRED TWENTY-SEVEN OF THE NOT-FOR-PROFIT CORPORATION LAW  FOR  COMPLI-
    5  ANCE  WITH  THAT SECTION, BUT NOT MORE THAN ANNUALLY, AND RESPOND TO ANY
    6  INQUIRY REFERRED TO UNDER SUCH SECTION SEVEN HUNDRED TWENTY-SEVEN  OFFI-
    7  CIALLY WITHIN NINETY DAYS OF RECEIPT.
    8    S  2.  Subparagraph 12 of paragraph (a) of section 202 of the not-for-
    9  profit corporation law is amended to read as follows:
   10    (12) To elect or appoint officers, employees and other agents  of  the
   11  corporation,  define their duties, fix their reasonable compensation and
   12  the reasonable compensation of directors,  and  to  indemnify  corporate
   13  personnel.   Such  compensation  shall  be  commensurate  with  services
   14  performed AND SUBJECT, WHERE APPLICABLE, TO SECTION SEVEN HUNDRED  TWEN-
   15  TY-SEVEN (COMPENSATION OF EXECUTIVES).

        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD05072-07-4
       A. 2118--A                          2

    1    S  3.  Section 701 of the not-for-profit corporation law is amended by
    2  adding a new paragraph (c) to read as follows:
    3    (C)  AN  EMPLOYEE  OR A SPOUSE, DOMESTIC PARTNER, SIBLING (BY WHOLE OR
    4  HALF BLOOD), SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE  OR  HALF
    5  BLOOD),  CHILD,  GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE OR DOMESTIC
    6  PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE EMPLOYEE  AT
    7  A  PUBLIC  CHARITY,  AS THAT TERM MAY BE DEFINED BY THE INTERNAL REVENUE
    8  SERVICE FROM TIME-TO-TIME, MAY NOT QUALIFY TO SIT ON THE BOARD OF DIREC-
    9  TORS OF THE CORPORATION WHERE THEY ARE EMPLOYED REGARDLESS OF ANY STATE-
   10  MENT TO THE CONTRARY IN THE CERTIFICATE OF INCORPORATION  OR  BYLAWS  OF
   11  THE  CORPORATION.  THE  CERTIFICATE  OF INCORPORATION OR THE BYLAWS MAY,
   12  HOWEVER, PROVIDE FOR AN EMPLOYEE AT A PUBLIC CHARITY, AS THAT  TERM  MAY
   13  BE  DEFINED  BY  THE  INTERNAL  REVENUE SERVICE FROM TIME-TO-TIME, TO BE
   14  EX-OFFICIO, A NON-VOTING MEMBER OF THE BOARD OF DIRECTORS.
   15    S 4. Paragraph (a) of section 702 of  the  not-for-profit  corporation
   16  law,  as  amended by chapter 549 of the laws 2013, is amended to read as
   17  follows:
   18    (a) [The] FOR NOT-FOR-PROFIT CORPORATIONS WITH ANNUAL  GROSS  RECEIPTS
   19  IN  AN AMOUNT THAT WOULD TRIGGER AN AUDIT BY A CERTIFIED PUBLIC ACCOUNT-
   20  ANT, THE number of directors constituting the entire board shall be  not
   21  less than FIVE, OTHERWISE THE ENTIRE BOARD SHALL NOT BE LESS THAN three.
   22  Subject  to  such limitation, such number may be fixed by the by-laws or
   23  by action of the members or of the board under the  specific  provisions
   24  of  a  by-law  allowing such action, or by any number within a range set
   25  forth in the by-laws. [If] FOR NOT-FOR-PROFIT CORPORATIONS  WITH  ANNUAL
   26  GROSS  RECEIPTS EQUAL TO OR ABOVE TWO HUNDRED FIFTY THOUSAND DOLLARS, IF
   27  not otherwise fixed under this paragraph,  the  number  shall  be  FIVE,
   28  OTHERWISE IT SHALL BE three.
   29    S  5.  Paragraph  (a) of section 706 of the not-for-profit corporation
   30  law is amended to read as follows:
   31    (a) Except as limited in paragraph (c) OF THIS SECTION, any or all  of
   32  the  directors  may be removed for cause, WHICH IS EITHER A VIOLATION OF
   33  THE BY-LAWS, THE DUTY OF DIRECTORS AND OFFICERS OF SECTION SEVEN HUNDRED
   34  SEVENTEEN (COMPENSATION OF EXECUTIVES), OR AS OTHERWISE DEFINED  IN  THE
   35  BYLAWS IN THE WRITTEN CONFLICT OF INTEREST POLICY OF THE CORPORATION, by
   36  vote  of  the  members,  or by vote of the directors provided there is a
   37  quorum of not less than a majority present at the meeting  of  directors
   38  at which such action is taken.
   39    S  6.  Paragraph  (b) of section 708 of the not-for-profit corporation
   40  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
   41  as follows:
   42    (b) Unless otherwise restricted by the certificate of incorporation or
   43  the  by-laws,  any action required or permitted to be taken by the board
   44  or any committee thereof may be taken without a meeting if  all  members
   45  of  the  board  or the committee consent to the adoption of a resolution
   46  authorizing the action, WHERE SAID WRITING, OR UNANIMOUS CONSENT IN LIEU
   47  OF A MEETING, IS DELIVERED,  SUBMITTED  AND  SIGNED  SEPARATELY  BY  ALL
   48  MEMBERS  OF THE BOARD OR THE COMMITTEE AND SUBMITTED BY ELECTRONIC-MAIL,
   49  OR OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED RECEIPT, OR  SIMI-
   50  LAR  MESSAGE  ATTACHED, DEMONSTRATING THAT THE UNANIMOUS CONSENT IN LIEU
   51  OF A MEETING WAS INDEED DELIVERED PROPERLY. Such consent may be  written
   52  or  electronic. If written, the consent must be executed by the director
   53  by signing such consent or causing his or her signature to be affixed to
   54  such consent by any reasonable means  including,  but  not  limited  to,
   55  facsimile  signature.    If  electronic, the transmission of the consent
   56  must be sent by electronic mail and set forth,  or  be  submitted  with,
       A. 2118--A                          3

    1  information  from  which it can reasonably be determined that the trans-
    2  mission was authorized by the director. The resolution and  the  written
    3  consents thereto by the members of the board or committee shall be filed
    4  with the minutes of the proceedings of the board or committee.
    5    S  7.  Paragraphs  (b)  and  (d)  of section 711 of the not-for-profit
    6  corporation law are amended to read as follows:
    7    (b) The by-laws may prescribe what shall constitute notice of  meeting
    8  of  the board, OR WAIVER OF NOTICE, AND MAY BE DELIVERED VIA ELECTRONIC-
    9  MAIL, OR OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED RECEIPT,  OR
   10  SIMILAR  MESSAGE  ATTACHED,  DEMONSTRATING THAT THE NOTICE, OR WAIVER OF
   11  NOTICE, WAS INDEED DELIVERED PROPERLY. A notice, or  waiver  of  notice,
   12  need  not  specify  the purpose of any regular or special meeting of the
   13  board, unless required by the by-laws.
   14    (d) A majority of the directors present, whether or not  a  quorum  is
   15  present,  may  adjourn  any  meeting  to  another time and place. If the
   16  by-laws so provide, notice of any adjournment of a meeting of the  board
   17  to  another  time  or place shall be given to the directors who were not
   18  present  at  the  time  of  the  adjournment,  AND  MAY   BE   DONE   BY
   19  ELECTRONIC-MAIL,  OR  OTHER ELECTRONIC MEANS WITH AN ELECTRONIC RETURNED
   20  RECEIPT, OR SIMILAR MESSAGE ATTACHED, DEMONSTRATING THAT THE NOTICE,  OR
   21  WAIVER  OF  NOTICE, WAS INDEED DELIVERED PROPERLY, and, unless such time
   22  and place are announced at the meeting, to the other directors.
   23    S 8. Subparagraph 3 of paragraph (a) of section 712  of  the  not-for-
   24  profit  corporation  law, as amended by chapter 549 of the laws of 2013,
   25  is amended to read as follows:
   26    (3) The fixing of compensation of the directors OR OFFICERS for  serv-
   27  ing on the board or on any committee, AND THE FIXING OF COMPENSATION FOR
   28  KEY  EMPLOYEES,  AS  THAT  TERM  MAY  BE DEFINED BY THE INTERNAL REVENUE
   29  SERVICE FROM TIME-TO-TIME, OR OTHER AGENTS OF  THE  CORPORATION  AT  ANY
   30  TIME.
   31    S  9.  Paragraph  (a) of section 713 of the not-for-profit corporation
   32  law is amended to read as follows:
   33    (a) The board may elect or appoint a president, one or more  vice-pre-
   34  sidents,  a secretary and a treasurer, and such other officers as it may
   35  determine, or as may be provided in the by-laws. These officers  may  be
   36  designated  by  such  alternate titles as may be provided in the certif-
   37  icate of incorporation or the by-laws.  [Any] NO two or more offices may
   38  be held by the same person[, except the offices of president and  secre-
   39  tary, or the offices corresponding thereto].
   40    S  10.  Paragraph (a) of section 713 of the not-for-profit corporation
   41  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
   42  as follows:
   43    (a)  The board may elect or appoint a chair or president, or both, one
   44  or more vice-presidents, a secretary and a  treasurer,  and  such  other
   45  officers  as  it  may  determine,  or as may be provided in the by-laws.
   46  These officers may be designated by such  alternate  titles  as  may  be
   47  provided  in  the certificate of incorporation or the by-laws.  [Any] NO
   48  two or more offices may be held by the same person[, except the  offices
   49  of president and secretary, or the offices corresponding thereto].
   50    S  11. Section 713 of the not-for-profit corporation law is amended by
   51  adding a new paragraph (g) to read as follows:
   52    (G) AN OFFICER OR A SPOUSE, DOMESTIC PARTNER,  SIBLING  (BY  WHOLE  OR
   53  HALF  BLOOD),  SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE OR HALF
   54  BLOOD), CHILD, GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE  OR  DOMESTIC
   55  PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD OF THE OFFICER AT A
   56  PUBLIC  CHARITY,  AS  THAT  TERM  MAY BE DEFINED BY THE INTERNAL REVENUE
       A. 2118--A                          4

    1  SERVICE FROM TIME-TO-TIME, MAY NOT RECEIVE COMPENSATION OR  REMUNERATION
    2  OF  ANY KIND WHATSOEVER, EXCEPT TO BE REIMBURSED FOR REASONABLE EXPENSES
    3  IN THE FULFILLMENT OF THEIR DUTIES TOWARD THE  CORPORATION,  WHERE  SAID
    4  PROHIBITION CANNOT BE CONTRAVENED IN THE CERTIFICATE OF INCORPORATION OR
    5  BY-LAWS OF THE CORPORATION.
    6    S  12.  Paragraph (d) of section 715 of the not-for-profit corporation
    7  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
    8  as follows:
    9    (d)  Unless  otherwise provided in the certificate of incorporation or
   10  the by-laws, the board shall have authority to fix the  compensation  of
   11  directors  OF  A  PRIVATE FOUNDATION, AS THAT TERM MAY BE DEFINED BY THE
   12  INTERNAL REVENUE SERVICE FROM TIME-TO-TIME, for services in any  capaci-
   13  ty.   AT NO TIME MAY THE DIRECTORS OF A PUBLIC CHARITY, AS THAT TERM MAY
   14  BE DEFINED BY THE INTERNAL REVENUE SERVICE  FROM  TIME-TO-TIME,  RECEIVE
   15  COMPENSATION  OR REMUNERATION OF ANY KIND WHATSOEVER, EXCEPT TO BE REIM-
   16  BURSED FOR REASONABLE EXPENSES IN THE FULFILLMENT OF THEIR DUTIES TOWARD
   17  THE CORPORATION, WHERE SAID PROHIBITION CANNOT  BE  CONTRAVENED  IN  THE
   18  CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE CORPORATION.
   19    S  13.  Paragraph (e) of section 715 of the not-for-profit corporation
   20  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
   21  as follows:
   22    (e) The fixing of salaries of officers[, if not done in or pursuant to
   23  the  by-laws,  shall  require  the affirmative vote of a majority of the
   24  entire board unless a higher proportion is set  by  the  certificate  of
   25  incorporation  or  by-laws]  IN  PUBLIC  CHARITIES,  AS THAT TERM MAY BE
   26  DEFINED BY THE INTERNAL REVENUE SERVICE FROM TIME-TO-TIME,  IS  STRICTLY
   27  PROHIBITED.
   28    S  14.  Paragraph (a) of section 717 of the not-for-profit corporation
   29  law, as amended by chapter 490 of the laws of 2010, is amended  to  read
   30  as follows:
   31    (a) Directors and officers shall discharge the duties of their respec-
   32  tive  positions  in  good  faith and with the care an ordinarily prudent
   33  person in a like position would exercise  under  similar  circumstances.
   34  The  factors  set  forth in subparagraph one of paragraph (e) of section
   35  552 (Standard of conduct in  managing  and  investing  an  institutional
   36  fund),  if  relevant, must be considered by a governing board delegating
   37  investment management of institutional funds  pursuant  to  section  514
   38  (Delegation  of  investment management). For purposes of this paragraph,
   39  the term institutional fund is defined  in  section  551  (Definitions).
   40  FURTHERMORE, ANY COMPENSATION PROVIDED TO DIRECTORS, OFFICERS, EMPLOYEES
   41  AND OTHER AGENTS OF THE CORPORATION MUST BE REASONABLE AND, WHERE APPLI-
   42  CABLE, IS SUBJECT TO SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF
   43  EXECUTIVES).
   44    S  15.  Paragraph (a) of section 719 of the not-for-profit corporation
   45  law is amended by adding a new subparagraph 6 to read as follows:
   46    (6) THE PROVISION OF EXCESSIVE COMPENSATION  TO  DIRECTORS,  OFFICERS,
   47  KEY  EMPLOYEES,  AS  THAT  TERM  MAY  BE DEFINED BY THE INTERNAL REVENUE
   48  SERVICE FROM TIME-TO-TIME,  AND  OTHER  AGENTS  OF  THE  CORPORATION  IN
   49  VIOLATION  OF SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF EXECU-
   50  TIVES), WHERE APPLICABLE.
   51    S 16. Paragraph (d) of section 719 of the  not-for-profit  corporation
   52  law is amended by adding a new subparagraph 6 to read as follows:
   53    (6)  UPON REIMBURSEMENT TO THE CORPORATION OF THE AMOUNT OF ANY EXCES-
   54  SIVE COMPENSATION PROVIDED IN VIOLATION OF SECTION SEVEN  HUNDRED  TWEN-
   55  TY-SEVEN (COMPENSATION OF EXECUTIVES), TO BE SUBROGATED TO THE RIGHTS OF
   56  THE  CORPORATION AGAINST A DIRECTOR, OFFICER, KEY EMPLOYEE, AS THAT TERM
       A. 2118--A                          5

    1  MAY BE DEFINED BY THE INTERNAL REVENUE  SERVICE  FROM  TIME-TO-TIME,  OR
    2  OTHER AGENT WHO RECEIVED THE EXCESSIVE COMPENSATION.
    3    S  17.  Clauses  (A)  and  (B)  of  subparagraph 1 of paragraph (a) of
    4  section 720 of the not-for-profit corporation law, as amended by chapter
    5  549 of the laws of 2013, is amended to read as follows:
    6    (A) The neglect  of,  [or]  THE  failure  to  perform,  or  ANY  other
    7  violation  of  his  OR  HER  duties in the management and disposition of
    8  corporate assets committed to his OR HER charge.
    9    (B) The acquisition by himself OR HERSELF, transfer to others, loss or
   10  waste of corporate assets due to any neglect of,  [or]  THE  failure  to
   11  perform,  or  ANY  other  violation  of  his  OR  HER  duties, INCLUDING
   12  VIOLATIONS OF SECTION SEVEN HUNDRED TWENTY-SEVEN (COMPENSATION OF EXECU-
   13  TIVES), PURSUANT TO SECTION SEVEN HUNDRED SEVENTEEN (DUTY  OF  DIRECTORS
   14  AND OFFICERS).
   15    S  18.  The  not-for-profit corporation law is amended by adding a new
   16  section 727 to read as follows:
   17  S 727. COMPENSATION OF EXECUTIVES.
   18    (A) DEFINITIONS. FOR THE PURPOSES OF THIS  SECTION,  UNLESS  OTHERWISE
   19  EXPRESSLY STATED OR CONTEXT CLEARLY REQUIRES:
   20    (1)  "COMPENSATION"  MEANS  THE  AGGREGATE  VALUE OF ECONOMIC BENEFITS
   21  CONFERRED IN EXCHANGE FOR THE PERFORMANCE OF SERVICES THAT ARE  INCLUDED
   22  FOR PURPOSES OF DETERMINING REASONABLENESS UNDER SECTION 26 U.S.C. 4958,
   23  AS  FURTHER  SPECIFIED  IN  26  CFR  S53.4958-4(B)(II)(B), OR SUCCEEDING
   24  PROVISIONS.
   25    (2) "EXECUTIVE" MEANS ANY PERSON IN A POSITION TO EXERCISE SUBSTANTIAL
   26  INFLUENCE OVER THE AFFAIRS OF A PROVIDER OF SERVICES, THAT DOES NOT  SIT
   27  ON THE GOVERNING BODY OF THE TAX-EXEMPT ORGANIZATION AS REFERENCED IN 26
   28  U.S.C.  S4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 CFR S53.4958-3(C), OR
   29  SUCCEEDING PROVISIONS.
   30    (3) "FAMILY MEMBER" MEANS A  SPOUSE,  DOMESTIC  PARTNER,  SIBLING  (BY
   31  WHOLE  OR HALF BLOOD), SPOUSE OR DOMESTIC PARTNER OF A SIBLING (BY WHOLE
   32  OR HALF BLOOD),  CHILD,  GRANDCHILD,  GREAT-GRANDCHILD,  AND  SPOUSE  OR
   33  DOMESTIC PARTNER OF A CHILD, GRANDCHILD, AND GREAT-GRANDCHILD.
   34    (B)  COMPENSATION  EXCHANGED  BY  A NOT-FOR-PROFIT CORPORATION FOR THE
   35  PERFORMANCE OF SERVICES BY AN EXECUTIVE MUST NOT BE  EXCESSIVE  AND  THE
   36  GOVERNING  BODY  (I.E.,  THE  BOARD  OF DIRECTORS, BOARD OF TRUSTEES, OR
   37  EQUIVALENT CONTROLLING BODY) SHALL CONSIDER FACTORS INCLUDING,  BUT  NOT
   38  LIMITED  TO: COMPENSATION LEVELS PAID BY SIMILARLY SITUATED NOT-FOR-PRO-
   39  FIT CORPORATIONS AS DEFINED IN SECTION ONE  HUNDRED  TWO  (DEFINITIONS);
   40  THE  AVAILABILITY  OF  SIMILAR  SERVICES  IN  THE GEOGRAPHIC AREA OF THE
   41  APPLICABLE PROVIDER OF SERVICES; CURRENT COMPENSATION  SURVEYS  COMPILED
   42  BY  INDEPENDENT  FIRMS;  AND  ACTUAL  WRITTEN OFFERS FROM SIMILAR INSTI-
   43  TUTIONS COMPETING FOR THE SERVICES OF THE APPLICABLE EXECUTIVE.
   44    FOR THE PURPOSES OF THIS SECTION, WHETHER AN ORGANIZATION IS SIMILARLY
   45  SITUATED SHALL BE DETERMINED BASED ON FACTORS INCLUDING, BUT NOT LIMITED
   46  TO: GROSS ANNUAL REVENUE; GEOGRAPHIC LOCATION;  AND  THE  DIVERSITY  AND
   47  COMPLEXITY OF PROGRAMS.
   48    (C)  ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION FOR
   49  THE PERFORMANCE OF SERVICES BY AN EXECUTIVE SHALL BE CONSIDERED  REASON-
   50  ABLE  IF  IT  FALLS  AT OR BELOW THE LEVEL I OF THE FEDERAL GOVERNMENT'S
   51  RATES OF BASIC PAY FOR THE EXECUTIVE SCHEDULE PROMULGATED BY THE  UNITED
   52  STATES  OFFICE  OF  PERSONNEL  MANAGEMENT AND NO OTHER ACTION UNDER THIS
   53  SECTION NEEDS TO BE TAKEN.
   54    (D) ANNUAL COMPENSATION EXCHANGED BY A NOT-FOR-PROFIT CORPORATION  FOR
   55  THE  PERFORMANCE OF SERVICES BY AN EXECUTIVE THAT DOES EXCEED LEVEL I OF
   56  THE FEDERAL GOVERNMENT'S RATES OF BASIC PAY FOR THE  EXECUTIVE  SCHEDULE
       A. 2118--A                          6

    1  SHALL  BE  PRESUMED  TO  NOT  BE EXCESSIVE IF EACH OF THE FOLLOWING FOUR
    2  CONDITIONS OCCUR:
    3    (1)  THE  COMPENSATION  IS  APPROVED  IN ADVANCE BY THE GOVERNING BODY
    4  (I.E., THE BOARD OF DIRECTORS, BOARD OF TRUSTEES, OR EQUIVALENT CONTROL-
    5  LING BODY) OF THE NOT-FOR-PROFIT CORPORATION THAT IS  COMPOSED  ENTIRELY
    6  OF  INDIVIDUALS  WHO  DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO
    7  THE COMPENSATION ARRANGEMENT.
    8    (A) FOR THE PURPOSES OF DETERMINING WHETHER THE REQUIREMENTS  OF  THIS
    9  PARAGRAPH HAVE BEEN MET WITH RESPECT TO A SPECIFIC COMPENSATION ARRANGE-
   10  MENT,  AN  INDIVIDUAL  IS  NOT INCLUDED IN THE GOVERNING BODY WHEN IT IS
   11  REVIEWING A TRANSACTION IF THAT INDIVIDUAL MEETS WITH OTHER MEMBERS ONLY
   12  TO ANSWER QUESTIONS, AND OTHERWISE RECUSES HIMSELF OR HERSELF  FROM  THE
   13  MEETING  AND IS NOT PRESENT DURING DEBATE AND VOTING ON THE COMPENSATION
   14  ARRANGEMENT.
   15    (B) A MEMBER OF THE GOVERNING BODY DOES NOT HAVE A CONFLICT OF  INTER-
   16  EST WITH RESPECT TO A COMPENSATION ARRANGEMENT ONLY IF THE MEMBER:
   17    (I)  IS  NOT AN EXECUTIVE PARTICIPATING IN, OR ECONOMICALLY BENEFITING
   18  FROM, THE COMPENSATION ARRANGEMENT;
   19    (II) IS NOT IN AN EMPLOYMENT RELATIONSHIP SUBJECT TO THE DIRECTION  OR
   20  CONTROL OF ANY EXECUTIVE, OR THE FAMILY MEMBER OF ANY EXECUTIVE, PARTIC-
   21  IPATING IN OR ECONOMICALLY BENEFITING FROM THE COMPENSATION ARRANGEMENT;
   22    (III)  DOES  NOT  RECEIVE  COMPENSATION  OR  OTHER  PAYMENT SUBJECT TO
   23  APPROVAL BY ANY EXECUTIVE,  OR  THE  FAMILY  MEMBER  OF  ANY  EXECUTIVE,
   24  PARTICIPATING  IN  OR  ECONOMICALLY  BENEFITING  FROM  THE  COMPENSATION
   25  ARRANGEMENT;
   26    (IV) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY  THE  COMPENSATION
   27  ARRANGEMENT; AND
   28    (V)  DOES NOT APPROVE A TRANSACTION PROVIDING ECONOMIC BENEFITS TO ANY
   29  EXECUTIVE, OR THE FAMILY MEMBER OF ANY EXECUTIVE, PARTICIPATING  IN  THE
   30  COMPENSATION  ARRANGEMENT,  WHO  IN  TURN HAS APPROVED OR WILL APPROVE A
   31  TRANSACTION PROVIDING ECONOMIC BENEFITS TO THE MEMBER.
   32    (2) (A) THE GOVERNING BODY OBTAINED AND RELIED UPON  APPROPRIATE  DATA
   33  AS  TO  COMPARABILITY  PRIOR  TO  MAKING ITS DETERMINATION AND GIVEN THE
   34  KNOWLEDGE AND EXPERTISE OF ITS MEMBERS, IT HAS INFORMATION SUFFICIENT TO
   35  DETERMINE WHETHER  THE  COMPENSATION  ARRANGEMENT  IN  ITS  ENTIRETY  IS
   36  REASONABLE.  RELEVANT  INFORMATION  INCLUDES,  BUT  IS  NOT  LIMITED TO:
   37  COMPENSATION LEVELS PAID BY  SIMILARLY  SITUATED  NOT-FOR-PROFIT  CORPO-
   38  RATIONS  AS DEFINED IN SECTION ONE HUNDRED TWO (DEFINITIONS); THE AVAIL-
   39  ABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC  AREA  OF  THE  APPLICABLE
   40  PROVIDER OF SERVICES; CURRENT COMPENSATION SURVEYS COMPILED BY INDEPEND-
   41  ENT FIRMS; AND ACTUAL WRITTEN OFFERS FROM SIMILAR INSTITUTIONS COMPETING
   42  FOR THE SERVICES OF THE APPLICABLE EXECUTIVE.
   43    (B)  FOR PURPOSES OF THIS PARAGRAPH, CONTROL BY AN APPLICABLE NOT-FOR-
   44  PROFIT CORPORATION MEANS:
   45    (I) IN THE CASE OF A STOCK CORPORATION, OWNERSHIP (BY VOTE  OR  VALUE)
   46  OF MORE THAN FIFTY PERCENT OF THE STOCK IN SUCH CORPORATION;
   47    (II)  IN  THE  CASE  OF  A  PARTNERSHIP,  OWNERSHIP OF MORE THAN FIFTY
   48  PERCENT OF THE PROFITS INTERESTS OR CAPITAL INTERESTS  IN  THE  PARTNER-
   49  SHIP;
   50    (III) IN THE CASE OF A NONSTOCK ORGANIZATION (I.E., AN ENTITY IN WHICH
   51  NO  PERSON HOLDS A PROPRIETARY INTEREST), THAT AT LEAST FIFTY PERCENT OF
   52  THE DIRECTORS OR TRUSTEES OF THE NOT-FOR-PROFIT CORPORATION  ARE  EITHER
   53  REPRESENTATIVES  (INCLUDING  TRUSTEES,  DIRECTORS, AGENTS, OR EMPLOYEES)
   54  OF, OR DIRECTLY OR INDIRECTLY CONTROLLED BY,  AN  APPLICABLE  TAX-EXEMPT
   55  ORGANIZATION; OR
       A. 2118--A                          7

    1    (IV)  IN  THE  CASE  OF ANY OTHER ENTITY, OWNERSHIP OF MORE THAN FIFTY
    2  PERCENT OF THE BENEFICIAL INTEREST IN THE ENTITY.
    3    (3)  THE GOVERNING BODY ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETER-
    4  MINATION CONCURRENTLY WITH MAKING THAT DETERMINATION.
    5    (A) FOR A DECISION TO BE DOCUMENTED ADEQUATELY, THE WRITTEN  OR  ELEC-
    6  TRONIC RECORDS OF THE GOVERNING BODY MUST NOTE:
    7    (I)  THE  TERMS  OF THE TRANSACTION THAT WAS APPROVED, AND THE DATE IT
    8  WAS APPROVED;
    9    (II) THE MEMBERS OF THE GOVERNING BODY WHO WERE PRESENT DURING  DEBATE
   10  ON THE TRANSACTION THAT WAS APPROVED, AND THOSE WHO VOTED ON IT;
   11    (III) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE GOVERNING
   12  BODY, AND HOW THE DATA WAS OBTAINED; AND
   13    (IV)  ANY  ACTIONS  TAKEN  WITH RESPECT TO CONSIDERATION OF THE TRANS-
   14  ACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE GOVERNING BODY BUT WHO
   15  HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION.
   16    (B) IF THE GOVERNING BODY DETERMINES THAT THE EXECUTIVE'S COMPENSATION
   17  FOR A SPECIFIC ARRANGEMENT IS HIGHER OR LOWER THAN THE RANGE OF  COMPAR-
   18  ABILITY  DATA OBTAINED, THE GOVERNING BODY MUST RECORD THE BASIS FOR ITS
   19  DETERMINATION. FOR A DECISION TO BE DOCUMENTED CONCURRENTLY RECORDS MUST
   20  BE PREPARED BEFORE THE LATER OF THE NEXT MEETING OF THE  GOVERNING  BODY
   21  OR  SIXTY  DAYS  AFTER THE FINAL ACTION OR ACTIONS OF THE GOVERNING BODY
   22  ARE TAKEN. RECORDS MUST BE REVIEWED AND APPROVED BY THE  GOVERNING  BODY
   23  AS  REASONABLE,  ACCURATE  AND  COMPLETE WITHIN A REASONABLE TIME PERIOD
   24  THEREAFTER.
   25    (4) THE COMPENSATION PROVIDED TO THE EXECUTIVE BY THE  GOVERNING  BODY
   26  DOES  NOT  EXCEED THE HIGHEST COMPENSATION PROVIDED BY A SIMILARLY SITU-
   27  ATED ORGANIZATION FOR SIMILAR SERVICES, AS IDENTIFIED IN THE COMPARABIL-
   28  ITY DATA, BY MORE THAN TWENTY PERCENT.
   29    (E) IF THE FOUR CONDITIONS OF PARAGRAPH (D) OF THIS SECTION ARE SATIS-
   30  FIED, THEN THE PERSON OR ENTITY BRINGING AN ACTION FOR  RELIEF  PURSUANT
   31  TO  THIS  SECTION  MAY REBUT THE PRESUMPTION THAT ARISES UNDER PARAGRAPH
   32  (D) OF THIS SECTION ONLY IF IT DEVELOPS SUFFICIENT CONTRARY EVIDENCE  TO
   33  REBUT  THE  PROBATIVE VALUE OF THE COMPARABILITY DATA RELIED UPON BY THE
   34  GOVERNING BODY. WITH RESPECT TO ANY FIXED PAYMENT, REBUTTAL EVIDENCE  IS
   35  LIMITED  TO EVIDENCE RELATING TO FACTS AND CIRCUMSTANCES EXISTING ON THE
   36  DATE THE PARTIES ENTER INTO THE CONTRACT PURSUANT TO WHICH  THE  PAYMENT
   37  IS  MADE  (EXCEPT  IN  THE  EVENT  OF  SUBSTANTIAL NONPERFORMANCE). WITH
   38  RESPECT TO ALL OTHER PAYMENTS, REBUTTAL EVIDENCE MAY INCLUDE  FACTS  AND
   39  CIRCUMSTANCES UP TO AND INCLUDING THE DATE OF PAYMENT.
   40    (F)  A  NOT-FOR-PROFIT IS PROHIBITED FROM, AND MAY THUS BE REFERRED TO
   41  THE ATTORNEY GENERAL FOR FURTHER INQUIRY TO BE OFFICIALLY  RESPONDED  TO
   42  WITHIN  NINETY  DAYS  OF  RECEIPT,  BY  THE PERSON OR ENTITY BRINGING AN
   43  ACTION FOR RELIEF PURSUANT TO THIS SECTION: (1) ENGAGING IN ANY ACT THAT
   44  THE INTERNAL REVENUE SERVICE DETERMINES CONSTITUTES AN  "EXCESS  BENEFIT
   45  TRANSACTION"  UNDER  SECTION  4958  OF THE INTERNAL REVENUE CODE; OR (2)
   46  ENGAGING IN ANY ACT THAT WOULD  CONSTITUTE  AN  "EXCESS  BENEFIT  TRANS-
   47  ACTION"  UNDER  THE  STANDARDS  OF  SECTION 4958 OF THE INTERNAL REVENUE
   48  CODE.
   49    S 19. Section 104-A of the not-for-profit corporation law, as added by
   50  chapter 591 of the laws of 1982, paragraphs (a),  (c),  (d),  (e),  (g),
   51  (l),  (m), (n) and (p) as amended by chapter 166 of the laws of 1991 and
   52  paragraph (r) as amended by chapter 198 of the laws of 1984, is  amended
   53  to read as follows:
   54  S 104-A. Fees.
   55    Except  as  otherwise  provided, the department of state shall collect
   56  the following fees pursuant to this chapter:
       A. 2118--A                          8

    1    (a) For filing a certificate of  type  of  not-for-profit  corporation
    2  pursuant  to  section  one  hundred  thirteen of this [chapter] ARTICLE,
    3  thirty dollars.
    4    (b) For the reservation of a corporate name pursuant to  section three
    5  hundred three of this chapter, ten dollars.
    6    (c)  For  the resignation of a registered agent for service of process
    7  pursuant to section three hundred five of this chapter, thirty dollars.
    8    (d) For service of process on  the  secretary  of  state  pursuant  to
    9  section  three hundred six or three hundred seven of this chapter, forty
   10  dollars. If the service is in an action brought solely to recover a  sum
   11  of  money  not  in  excess  of two hundred dollars and the process is so
   12  endorsed, or the process is served on behalf of a county, city, town  or
   13  village or other subdivision of the state, ten dollars.
   14    (e) For filing a certificate of incorporation pursuant to section four
   15  hundred two of this chapter, [seventy-five] EIGHTY-FIVE dollars.
   16    (f)  For  filing  a certificate of amendment pursuant to section eight
   17  hundred three of this chapter, [thirty] FORTY dollars.
   18    (g) For filing a certificate  of  change  pursuant  to  section  eight
   19  hundred three-A of this chapter, [twenty] THIRTY dollars.
   20    (h)  For  filing  a  restated certificate of incorporation pursuant to
   21  section eight hundred five of this chapter, [thirty] FORTY dollars.
   22    (i) For filing a certificate of merger or  consolidation  pursuant  to
   23  section nine hundred four of this chapter, [thirty] FORTY  dollars.
   24    (j)  For  filing  a certificate of merger or consolidation of domestic
   25  and foreign corporations pursuant to section nine hundred  six  of  this
   26  chapter, [thirty] FORTY dollars.
   27    (k)  For  filing    a  certified  copy  of an order of approval of the
   28  supreme court pursuant to section nine hundred seven  of  this  chapter,
   29  thirty dollars.
   30    (l)  For  filing  a certificate of dissolution pursuant to section one
   31  thousand three of this chapter, thirty dollars.
   32    (m) For filing a certificate of annulment of dissolution  pursuant  to
   33  section one thousand twelve of this chapter, [thirty] FORTY dollars.
   34    (n)  For  filing an application by a foreign corporation for authority
   35  to do business in New York state pursuant to  section  thirteen  hundred
   36  four of this chapter, one hundred [thirty-five] FORTY-FIVE dollars.
   37    (o)  For  filing  a  certificate  of  amendment  of an application for
   38  authority by a foreign corporation pursuant to section thirteen  hundred
   39  nine of this chapter, [thirty] FORTY dollars.
   40    (p) For filing a certificate of change of application for authority by
   41  a  foreign  corporation pursuant to section thirteen hundred ten of this
   42  chapter, [twenty] THIRTY dollars.
   43    (q) For filing a certificate of surrender  of  authority  pursuant  to
   44  section thirteen hundred eleven of this chapter, thirty dollars.
   45    (r)  For  filing  a  statement  of  the  termination of existence of a
   46  foreign corporation pursuant to section thirteen hundred twelve of  this
   47  chapter,  thirty  dollars.  There  shall  be no fee for the filing by an
   48  authorized officer of the jurisdiction of  incorporation  of  a  foreign
   49  corporation  of  a  certificate  that  the  foreign corporation has been
   50  dissolved or its authority or existence has been otherwise terminated or
   51  cancelled in the jurisdiction of its incorporation.
   52    (s) For filing any other certificate or instrument, thirty dollars.
   53    S 20. The not-for-profit corporation law is amended by  adding  a  new
   54  section 116 to read as follows:
   55  S 116. STATE BOARD TRAINING CONSORTIUM.
       A. 2118--A                          9

    1    (A)  NOT-FOR-PROFIT  BOARD  MEMBERS  ARE  ENTRUSTED  WITH  THE OVERALL
    2  MANAGEMENT AND OVERSIGHT OF NON-PROFITS AND HAVE LEGAL AND ETHICAL OBLI-
    3  GATIONS TO KEEP THEMSELVES FULLY INFORMED REGARDING THEIR  ORGANIZATION,
    4  ITS  FINANCES  AND  ITS  OVERALL  OPERATION AND IN ASSURING THAT PROGRAM
    5  STAFF  AND  ADMINISTRATION  EFFECTIVELY  CARRY  OUT  THE  ORGANIZATION'S
    6  MISSION. THE STATE BOARD TRAINING  CONSORTIUM  IS  INTENDED  TO  EMPOWER
    7  BOARD  MEMBERS  OF  NOT-FOR-PROFIT  ORGANIZATIONS  WHO CONTRACT WITH THE
    8  STATE OF NEW YORK WITH THE INFORMATION AND TOOLS NECESSARY TO CARRY  OUT
    9  THEIR  VERY IMPORTANT RESPONSIBILITIES, ROLES AND OBLIGATIONS. THE STATE
   10  BOARD TRAINING CONSORTIUM WILL BE A  COMPREHENSIVE  STATE-WIDE  TRAINING
   11  EFFORT,  DELIVERED  REGIONALLY,  IN-PERSON,  TOGETHER  WITH  A NUMBER OF
   12  TAILORED AGENCY SPECIFIC ONSITE TRAININGS, SOME  VIRTUAL  WEBINARS,  AND
   13  THE LIKE, AND STATE WORKFORCE TRAININGS ON THE SAME OR SIMILAR SUBJECTS.
   14  ANY  TRAINING  CONDUCTED  UNDER THE AUSPICES OF THE STATE BOARD TRAINING
   15  CONSORTIUM WILL BE FREE TO VERIFIED MEMBERS OF NOT-FOR-PROFIT BOARDS  OF
   16  DIRECTORS WHO CONTRACT WITH THE STATE OF NEW YORK.
   17    (1)  FEES  GENERATED  FROM  THE TEN DOLLAR INCREASE IN THE FILING FEES
   18  ASSOCIATED WITH CERTIFICATES OF INCORPORATION, AMENDMENT, CHANGE, MERGER
   19  OR CONSOLIDATION, ANNULMENT  OF  DISSOLUTION,  AUTHORITY  BY  A  FOREIGN
   20  CORPORATION,  AN  AMENDMENT  OF  SAME  OR A CHANGE IN THE AUTHORITY OF A
   21  FOREIGN CORPORATION, SHALL BE USED TO  FUND  THE  STATE  BOARD  TRAINING
   22  CONSORTIUM.
   23    (2)  SAID FEES SHALL BE MAINTAINED IN THE STATE BOARD TRAINING CONSOR-
   24  TIUM FUND, AS ESTABLISHED BY SECTION NINETY-SEVEN-J OF THE STATE FINANCE
   25  LAW, TO SUPPORT THE STATE BOARD TRAINING CONSORTIUM ESTABLISHED BY  THIS
   26  SECTION.
   27    (B)  THE  STATE BOARD TRAINING CONSORTIUM SHALL BE ADMINISTERED BY THE
   28  DEPARTMENT OF STATE THROUGH A CONTRACT UNDER COUNSEL'S OFFICE. A  QUALI-
   29  FIED  NOT-FOR-PROFIT  CORPORATION WILL BE CONTRACTED WITH BY THE DEPART-
   30  MENT OF STATE TO PROVIDE THE TRAINING AND ASSOCIATED SERVICES  DELIVERED
   31  UNDER  THE  STATE  BOARD TRAINING CONSORTIUM, TOGETHER WITH MANAGING ALL
   32  DAY-TO-DAY OPERATIONS, MARKETING EFFORTS, CURRICULUM  UPDATES,  PRINTING
   33  AND  RECORD-KEEPING. THE CONTRACT SHALL HAVE A FIVE YEAR TERM, RENEWABLE
   34  FOR THREE ADDITIONAL YEARS, AND A STANDARD REQUEST FOR PROPOSALS/REQUEST
   35  FOR QUALIFICATIONS PROCESS WILL BE UTILIZED AT  THE  INCEPTION  OF  EACH
   36  CONTRACT.
   37    (1)  THE  COMMISSIONERS  OF  THE  OFFICE FOR PEOPLE WITH DEVELOPMENTAL
   38  DISABILITIES,  OFFICE  OF  MENTAL  HEALTH,  OFFICE  OF  ALCOHOLISM   AND
   39  SUBSTANCE  ABUSE  SERVICES,  OFFICE OF CHILDREN AND FAMILY SERVICES, AND
   40  DEPARTMENT OF HEALTH, HAVING PRIOR EXPERIENCE IN THE STATE BOARD  TRAIN-
   41  ING  CONSORTIUM  AS  ADMINISTERED  BY OFFICE OF ALCOHOLISM AND SUBSTANCE
   42  ABUSE SERVICES, AND THE DEPARTMENT  OF  HEALTH,  AIDS  INSTITUTE,  SHALL
   43  JOINTLY:
   44    (I)  DEVELOP  A CONTRACT FOR THE STATE BOARD TRAINING CONSORTIUM ALONG
   45  THE LINES ALREADY PROMULGATED BY THEIR AGENCIES;
   46    (II) ESTABLISH UNIFORM PROCEDURES TO MONITOR ATTENDANCE  AT  TRAININGS
   47  CONDUCTED UNDER THE STATE BOARD TRAINING CONSORTIUM AND IN REPORTING THE
   48  SAME TO THE ATTENDING BOARDS OF DIRECTORS.
   49    (2)  THE COMMISSIONERS OF OTHER AGENCIES, INCLUDING BUT NOT LIMITED TO
   50  THE OFFICE FOR THE AGING, DEPARTMENT OF AGRICULTURE AND MARKETS, COUNCIL
   51  ON THE ARTS,  OFFICE  OF  COURT  ADMINISTRATION,  DIVISION  OF  CRIMINAL
   52  JUSTICE  SERVICES, EMPIRE STATE DEVELOPMENT, DEPARTMENT OF ENVIRONMENTAL
   53  CONSERVATION, OFFICE OF GENERAL SERVICES, NEW YORK  STATE  CANAL  CORPO-
   54  RATION  AND  THE  OFFICE  OF  TEMPORARY  AND DISABILITY ASSISTANCE SHALL
   55  ESTABLISH PROCEDURES TO MONITOR ATTENDANCE AT TRAININGS CONDUCTED  UNDER
       A. 2118--A                         10

    1  THE  STATE  BOARD  TRAINING  CONSORTIUM AND IN REPORTING THE SAME TO THE
    2  ATTENDING BOARDS OF DIRECTORS.
    3    (C)  ALL  NOT-FOR-PROFIT  CORPORATIONS THAT CONTRACT WITH THE STATE OF
    4  NEW YORK MAY ATTEND THE STATE BOARD TRAINING CONSORTIUM  TRAININGS  FREE
    5  OF CHARGE.
    6    S 21. The state finance law is amended by adding a new section 97-j to
    7  read as follows:
    8    S  97-J.  STATE  BOARD  TRAINING  CONSORTIUM  FUND. 1. THERE IS HEREBY
    9  ESTABLISHED IN THE JOINT CUSTODY OF THE  COMMISSIONER  OF  TAXATION  AND
   10  FINANCE  AND  THE  COMPTROLLER  A  FUND  TO BE KNOWN AS THE "STATE BOARD
   11  TRAINING CONSORTIUM FUND."
   12    2. SUCH FUND SHALL CONSIST OF  FEES  GENERATED  FROM  THE  TEN  DOLLAR
   13  INCREASE IN FILING FEES IN PARAGRAPHS (E), (F), (G), (H), (I), (J), (M),
   14  (N),  (O)  AND  (P)  OF SECTION ONE HUNDRED FOUR-A OF THE NOT-FOR-PROFIT
   15  CORPORATION LAW, ASSOCIATED WITH CERTIFICATES OF  INCORPORATION,  AMEND-
   16  MENT, CHANGE, MERGER OR CONSOLIDATION, ANNULMENT OF DISSOLUTION, AUTHOR-
   17  ITY  BY  A  FOREIGN CORPORATION, AN AMENDMENT OF SAME OR A CHANGE IN THE
   18  AUTHORITY OF A FOREIGN CORPORATION, PROMULGATED BY THE  CHAPTER  OF  THE
   19  LAWS  OF  TWO  THOUSAND  FOURTEEN THAT ADDED THIS SECTION, AND ALL OTHER
   20  MONEYS CREDITED OR APPROPRIATED FOR TRANSFER THERETO FROM ANY OTHER FUND
   21  OR SOURCE ACCORDING TO LAW.
   22    3. MONEYS IN THE STATE BOARD TRAINING CONSORTIUM FUND  SHALL  BE  KEPT
   23  SEPARATE AND SHALL NOT BE COMMINGLED WITH ANY OTHER MONEYS IN THE CUSTO-
   24  DY  OF  THE STATE COMPTROLLER. MONEYS IN THE FUND MAY BE INVESTED BY THE
   25  COMPTROLLER PURSUANT TO THE PROVISIONS OF SECTION NINETY-EIGHT-A OF THIS
   26  ARTICLE AND ANY INCOME RECEIVED BY THE COMPTROLLER FROM SUCH INVESTMENTS
   27  SHALL BE ADDED TO AND BECOME PART OF, AND SHALL BE USED FOR THE PURPOSES
   28  OF SUCH FUND. ALL DEPOSITS OF SUCH MONEY SHALL, IF REQUIRED BY THE COMP-
   29  TROLLER, BE SECURED BY OBLIGATIONS OF THE UNITED STATES OR OF THE  STATE
   30  OF  MARKET VALUE EQUAL AT ALL TIMES TO THE AMOUNT OF THE DEPOSIT AND ALL
   31  BANKS AND TRUST COMPANIES ARE AUTHORIZED TO  GIVE  SUCH  SECURITIES  FOR
   32  SUCH DEPOSITS.
   33    4.  MONEYS  IN  THE  FUND, FOLLOWING APPROPRIATION BY THE LEGISLATURE,
   34  SHALL BE ALLOCATED UPON A CERTIFICATE OF APPROVAL OF AVAILABILITY BY THE
   35  DIRECTOR OF THE BUDGET  SOLELY  FOR  THE  PURPOSES  SET  FORTH  IN  THIS
   36  SECTION.
   37    5.  ALL  MONEYS IN THE FUND SHALL BE MADE AVAILABLE PURSUANT TO APPRO-
   38  PRIATION FOR USE IN FUNDING THE STATE BOARD TRAINING  CONSORTIUM  ESTAB-
   39  LISHED  PURSUANT  TO  SECTION  ONE HUNDRED SIXTEEN OF THE NOT-FOR-PROFIT
   40  CORPORATION LAW.
   41    S 22.  Absent explicit language expressly and unequivocally stating  a
   42  legislative intent to the contrary, all provisions of this act are irre-
   43  futably  presumed  to operate in a wholly prospective manner. Provisions
   44  shall be considered to operate retroactively, and therefore in violation
   45  of this act, if applied in such a manner as to  alter,  change,  affect,
   46  impair  or  defeat any rights, obligations, duties or interests accrued,
   47  incurred or conferred prior to the effective date of this act.  Further-
   48  more,  the provisions of this act shall neither apply to, nor be applied
   49  based upon the occasion of, acts occurring prior to it becoming law.
   50    S 23. This act shall take effect on  the  one  hundred  eightieth  day
   51  after it shall have become a law; provided that:
   52    (a)  the amendments to sections 702, 708, 712, 715 and 720 of the not-
   53  for-profit corporation law made by sections four,  six,  eight,  twelve,
   54  thirteen  and  seventeen  of this act shall take effect on the same date
   55  and in the same manner as sections 67, 68, 70, 74 and 78,  respectively,
   56  of chapter 549 of the laws of 2013, take effect;
       A. 2118--A                         11

    1    (b)  the  amendments  to section 713 of the not-for-profit corporation
    2  law made by section ten of this act shall take effect on the  same  date
    3  and in the same manner as section 73 of chapter 549 of the laws of 2013,
    4  takes effect; and
    5    (c)  the  amendments to paragraph (a) of section 104-A of the not-for-
    6  profit corporation law made by section nineteen of this  act  shall  not
    7  affect  the repeal of such paragraph and shall be deemed repealed there-
    8  with.
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