S05115 Summary:

BILL NOS05115A
 
SAME ASSAME AS A02118-A
 
SPONSORMARCELLINO
 
COSPNSR
 
MLTSPNSR
 
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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S05115 Actions:

BILL NOS05115A
 
05/10/2013REFERRED TO INVESTIGATIONS AND GOVERNMENT OPERATIONS
01/08/2014REFERRED TO INVESTIGATIONS AND GOVERNMENT OPERATIONS
04/28/2014AMEND AND RECOMMIT TO INVESTIGATIONS AND GOVERNMENT OPERATIONS
04/28/2014PRINT NUMBER 5115A
05/13/20141ST REPORT CAL.676
05/14/20142ND REPORT CAL.
05/19/2014ADVANCED TO THIRD READING
06/20/2014COMMITTED TO RULES
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S05115 Floor Votes:

There are no votes for this bill in this legislative session.
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S05115 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                         5115--A
 
                               2013-2014 Regular Sessions
 
                    IN SENATE
 
                                      May 10, 2013
                                       ___________
 
        Introduced  by  Sen.  MARCELLINO  -- read twice and ordered printed, and
          when printed to be committed to the Committee  on  Investigations  and
          Government  Operations  --  recommitted  to  the Committee on Investi-
          gations and Government Operations in accordance with  Senate  Rule  6,
          sec.  8  --  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    §  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).
    16    §  3.  Section 701 of the not-for-profit corporation law is amended by

    17  adding a new paragraph (c) to read as follows:
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD05072-06-4

        S. 5115--A                          2
 
     1    (c) An employee or a spouse, domestic partner, sibling  (by  whole  or
     2  half  blood),  spouse or domestic partner of a sibling (by whole or half
     3  blood), child, grandchild,  great-grandchild,  and  spouse  or  domestic
     4  partner  of a child, grandchild, and great-grandchild of the employee at
     5  a  public  charity,  as that term may be defined by the Internal Revenue
     6  Service from time-to-time, may not qualify to sit on the board of direc-

     7  tors of the corporation where they are employed regardless of any state-
     8  ment to the contrary in the certificate of incorporation  or  bylaws  of
     9  the  corporation.  The  certificate  of incorporation or the bylaws may,
    10  however, provide for an employee at a public charity, as that  term  may
    11  be  defined  by  the  Internal  Revenue Service from time-to-time, to be
    12  ex-officio, a non-voting member of the board of directors.
    13    § 4. Paragraph (a) of section 702 of  the  not-for-profit  corporation
    14  law,  as  amended by chapter 549 of the laws 2013, is amended to read as
    15  follows:
    16    (a) [The] For not-for-profit corporations with annual  gross  receipts
    17  in  an amount that would trigger an audit by a certified public account-

    18  ant, the number of directors constituting the entire board shall be  not
    19  less than five, otherwise the entire board shall not be less than three.
    20  Subject  to  such limitation, such number may be fixed by the by-laws or
    21  by action of the members or of the board under the  specific  provisions
    22  of  a  by-law  allowing such action, or by any number within a range set
    23  forth in the by-laws. [If] For not-for-profit corporations  with  annual
    24  gross  receipts equal to or above two hundred fifty thousand dollars, if
    25  not otherwise fixed under this paragraph,  the  number  shall  be  five,
    26  otherwise it shall be three.
    27    §  5.  Paragraph  (a) of section 706 of the not-for-profit corporation
    28  law is amended to read as follows:

    29    (a) Except as limited in paragraph (c) of this section, any or all  of
    30  the  directors  may be removed for cause, which is either a violation of
    31  the by-laws, the duty of directors and officers of section seven hundred
    32  seventeen (compensation of executives), or as otherwise defined  in  the
    33  bylaws in the written conflict of interest policy of the corporation, by
    34  vote  of  the  members,  or by vote of the directors provided there is a
    35  quorum of not less than a majority present at the meeting  of  directors
    36  at which such action is taken.
    37    §  6.  Paragraph  (b) of section 708 of the not-for-profit corporation
    38  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
    39  as follows:
    40    (b) Unless otherwise restricted by the certificate of incorporation or

    41  the  by-laws,  any action required or permitted to be taken by the board
    42  or any committee thereof may be taken without a meeting if  all  members
    43  of  the  board  or the committee consent to the adoption of a resolution
    44  authorizing the action, where said writing, or unanimous consent in lieu
    45  of a meeting, is delivered,  submitted  and  signed  separately  by  all
    46  members  of the board or the committee and submitted by electronic-mail,
    47  or other electronic means with an electronic returned receipt, or  simi-
    48  lar  message  attached, demonstrating that the unanimous consent in lieu
    49  of a meeting was indeed delivered properly. Such consent may be  written
    50  or  electronic. If written, the consent must be executed by the director
    51  by signing such consent or causing his or her signature to be affixed to

    52  such consent by any reasonable means  including,  but  not  limited  to,
    53  facsimile  signature.    If  electronic, the transmission of the consent
    54  must be sent by electronic mail and set forth,  or  be  submitted  with,
    55  information  from  which it can reasonably be determined that the trans-
    56  mission was authorized by the director. The resolution and  the  written

        S. 5115--A                          3
 
     1  consents thereto by the members of the board or committee shall be filed
     2  with the minutes of the proceedings of the board or committee.
     3    §  7.  Paragraphs  (b)  and  (d)  of section 711 of the not-for-profit
     4  corporation law are amended to read as follows:
     5    (b) The by-laws may prescribe what shall constitute notice of  meeting
     6  of  the board, or waiver of notice, and may be delivered via electronic-

     7  mail, or other electronic means with an electronic returned receipt,  or
     8  similar  message  attached,  demonstrating that the notice, or waiver of
     9  notice, was indeed delivered properly. A notice, or  waiver  of  notice,
    10  need  not  specify  the purpose of any regular or special meeting of the
    11  board, unless required by the by-laws.
    12    (d) A majority of the directors present, whether or not  a  quorum  is
    13  present,  may  adjourn  any  meeting  to  another time and place. If the
    14  by-laws so provide, notice of any adjournment of a meeting of the  board
    15  to  another  time  or place shall be given to the directors who were not
    16  present at the time of the adjournment, and may be done  by  electronic-
    17  mail,  or other electronic means with an electronic returned receipt, or

    18  similar message attached, demonstrating that the notice,  or  waiver  of
    19  notice,  was  indeed delivered properly, and, unless such time and place
    20  are announced at the meeting, to the other directors.
    21    § 8. Subparagraph 3 of paragraph (a) of section 712  of  the  not-for-
    22  profit  corporation  law, as amended by chapter 549 of the laws of 2013,
    23  is amended to read as follows:
    24    (3) The fixing of compensation of the directors or officers for  serv-
    25  ing on the board or on any committee, and the fixing of compensation for
    26  key  employees,  as  that  term  may  be defined by the Internal Revenue
    27  Service from time-to-time, or other agents of  the  corporation  at  any
    28  time.
    29    §  9.  Paragraph  (a) of section 713 of the not-for-profit corporation
    30  law is amended to read as follows:

    31    (a) The board may elect or appoint a president, one or more  vice-pre-
    32  sidents,  a secretary and a treasurer, and such other officers as it may
    33  determine, or as may be provided in the by-laws. These officers  may  be
    34  designated  by  such  alternate titles as may be provided in the certif-
    35  icate of incorporation or the by-laws.  [Any] No two or more offices may
    36  be held by the same person[, except the offices of president and  secre-
    37  tary, or the offices corresponding thereto].
    38    §  10.  Paragraph (a) of section 713 of the not-for-profit corporation
    39  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
    40  as follows:
    41    (a)  The board may elect or appoint a chair or president, or both, one
    42  or more vice-presidents, a secretary and a  treasurer,  and  such  other

    43  officers  as  it  may  determine,  or as may be provided in the by-laws.
    44  These officers may be designated by such  alternate  titles  as  may  be
    45  provided  in  the certificate of incorporation or the by-laws.  [Any] No
    46  two or more offices may be held by the same person[, except the  offices
    47  of president and secretary, or the offices corresponding thereto].
    48    §  11. Section 713 of the not-for-profit corporation law is amended by
    49  adding a new paragraph (g) to read as follows:
    50    (g) An officer or a spouse, domestic partner,  sibling  (by  whole  or
    51  half  blood),  spouse or domestic partner of a sibling (by whole or half
    52  blood), child, grandchild,  great-grandchild,  and  spouse  or  domestic
    53  partner of a child, grandchild, and great-grandchild of the officer at a

    54  public  charity,  as  that  term  may be defined by the Internal Revenue
    55  Service from time-to-time, may not receive compensation or  remuneration
    56  of  any kind whatsoever, except to be reimbursed for reasonable expenses

        S. 5115--A                          4
 
     1  in the fulfillment of their duties toward the  corporation,  where  said
     2  prohibition cannot be contravened in the certificate of incorporation or
     3  by-laws of the corporation.
     4    §  12.  Paragraph (d) of section 715 of the not-for-profit corporation
     5  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
     6  as follows:
     7    (d)  Unless  otherwise provided in the certificate of incorporation or
     8  the by-laws, the board shall have authority to fix the  compensation  of

     9  directors  of  a  private foundation, as that term may be defined by the
    10  Internal Revenue Service from time-to-time, for services in any  capaci-
    11  ty.   At no time may the directors of a public charity, as that term may
    12  be defined by the Internal Revenue Service  from  time-to-time,  receive
    13  compensation  or remuneration of any kind whatsoever, except to be reim-
    14  bursed for reasonable expenses in the fulfillment of their duties toward
    15  the corporation, where said prohibition cannot  be  contravened  in  the
    16  certificate of incorporation or by-laws of the corporation.
    17    §  13.  Paragraph (e) of section 715 of the not-for-profit corporation
    18  law, as amended by chapter 549 of the laws of 2013, is amended  to  read
    19  as follows:

    20    (e) The fixing of salaries of officers[, if not done in or pursuant to
    21  the  by-laws,  shall  require  the affirmative vote of a majority of the
    22  entire board unless a higher proportion is set  by  the  certificate  of
    23  incorporation  or  by-laws]  in  public  charities,  as that term may be
    24  defined by the Internal Revenue Service from time-to-time,  is  strictly
    25  prohibited.
    26    §  14.  Paragraph (a) of section 717 of the not-for-profit corporation
    27  law, as amended by chapter 490 of the laws of 2010, is amended  to  read
    28  as follows:
    29    (a) Directors and officers shall discharge the duties of their respec-
    30  tive  positions  in  good  faith and with the care an ordinarily prudent
    31  person in a like position would exercise  under  similar  circumstances.

    32  The  factors  set  forth in subparagraph one of paragraph (e) of section
    33  552 (Standard of conduct in  managing  and  investing  an  institutional
    34  fund),  if  relevant, must be considered by a governing board delegating
    35  investment management of institutional funds  pursuant  to  section  514
    36  (Delegation  of  investment management). For purposes of this paragraph,
    37  the term institutional fund is defined  in  section  551  (Definitions).
    38  Furthermore, any compensation provided to directors, officers, employees
    39  and other agents of the corporation must be reasonable and, where appli-
    40  cable, is subject to section seven hundred twenty-seven (compensation of
    41  executives).
    42    §  15.  Paragraph (a) of section 719 of the not-for-profit corporation
    43  law is amended by adding a new subparagraph 6 to read as follows:

    44    (6) The provision of excessive compensation  to  directors,  officers,
    45  key  employees,  as  that  term  may  be defined by the Internal Revenue
    46  Service from time-to-time,  and  other  agents  of  the  corporation  in
    47  violation  of section seven hundred twenty-seven (compensation of execu-
    48  tives), where applicable.
    49    § 16. Paragraph (d) of section 719 of the  not-for-profit  corporation
    50  law is amended by adding a new subparagraph 6 to read as follows:
    51    (6)  Upon reimbursement to the corporation of the amount of any exces-
    52  sive compensation provided in violation of section seven  hundred  twen-
    53  ty-seven (compensation of executives), to be subrogated to the rights of
    54  the  corporation against a director, officer, key employee, as that term

    55  may be defined by the Internal Revenue  Service  from  time-to-time,  or
    56  other agent who received the excessive compensation.

        S. 5115--A                          5
 
     1    §  17.  Clauses  (A)  and  (B)  of  subparagraph 1 of paragraph (a) of
     2  section 720 of the not-for-profit corporation law, as amended by chapter
     3  549 of the laws of 2013, is amended to read as follows:
     4    (A)  The  neglect  of,  [or]  the  failure  to  perform,  or any other
     5  violation of his or her duties in  the  management  and  disposition  of
     6  corporate assets committed to his or her charge.
     7    (B) The acquisition by himself or herself, transfer to others, loss or
     8  waste  of  corporate  assets  due to any neglect of, [or] the failure to

     9  perform, or  any  other  violation  of  his  or  her  duties,  including
    10  violations of section seven hundred twenty-seven (compensation of execu-
    11  tives),  pursuant  to section seven hundred seventeen (duty of directors
    12  and officers).
    13    § 18. The not-for-profit corporation law is amended by  adding  a  new
    14  section 727 to read as follows:
    15  § 727. Compensation of executives.
    16    (a)  Definitions.  For  the purposes of this section, unless otherwise
    17  expressly stated or context clearly requires:
    18    (1) "Compensation" means the  aggregate  value  of  economic  benefits
    19  conferred  in exchange for the performance of services that are included
    20  for purposes of determining reasonableness under section 26 U.S.C. 4958,

    21  as further specified  in  26  CFR  §53.4958-4(b)(ii)(B),  or  succeeding
    22  provisions.
    23    (2) "Executive" means any person in a position to exercise substantial
    24  influence  over the affairs of a provider of services, that does not sit
    25  on the governing body of the tax-exempt organization as referenced in 26
    26  U.S.C. §4958(f)(1)(A) and further specified in 26 CFR §53.4958-3(c),  or
    27  succeeding provisions.
    28    (3)  "Family  member"  means  a  spouse, domestic partner, sibling (by
    29  whole or half blood), spouse or domestic partner of a sibling (by  whole
    30  or  half  blood),  child,  grandchild,  great-grandchild,  and spouse or
    31  domestic partner of a child, grandchild, and great-grandchild.

    32    (b) Compensation exchanged by a  not-for-profit  corporation  for  the
    33  performance  of  services  by an executive must not be excessive and the
    34  governing body (i.e., the board of  directors,  board  of  trustees,  or
    35  equivalent  controlling  body) shall consider factors including, but not
    36  limited to: compensation levels paid by similarly situated  not-for-pro-
    37  fit  corporations  as  defined in section one hundred two (definitions);
    38  the availability of similar services  in  the  geographic  area  of  the
    39  applicable  provider  of services; current compensation surveys compiled
    40  by independent firms; and actual  written  offers  from  similar  insti-
    41  tutions competing for the services of the applicable executive.

    42    For the purposes of this section, whether an organization is similarly
    43  situated shall be determined based on factors including, but not limited
    44  to:  gross  annual  revenue;  geographic location; and the diversity and
    45  complexity of programs.
    46    (c) Annual compensation exchanged by a not-for-profit corporation  for
    47  the  performance of services by an executive shall be considered reason-
    48  able if it falls at or below the Level I  of  the  federal  government's
    49  Rates  of Basic Pay for the Executive Schedule promulgated by the United
    50  States Office of Personnel Management and no  other  action  under  this
    51  section needs to be taken.
    52    (d)  Annual compensation exchanged by a not-for-profit corporation for

    53  the performance of services by an executive that does exceed Level I  of
    54  the  federal  government's Rates of Basic Pay for the Executive Schedule
    55  shall be presumed to not be excessive if  each  of  the  following  four
    56  conditions occur:

        S. 5115--A                          6
 
     1    (1)  The  compensation  is  approved  in advance by the governing body
     2  (i.e., the board of directors, board of trustees, or equivalent control-
     3  ling body) of the not-for-profit corporation that is  composed  entirely
     4  of  individuals  who  do not have a conflict of interest with respect to
     5  the compensation arrangement.
     6    (A)  For  the purposes of determining whether the requirements of this

     7  paragraph have been met with respect to a specific compensation arrange-
     8  ment, an individual is not included in the governing  body  when  it  is
     9  reviewing a transaction if that individual meets with other members only
    10  to  answer  questions, and otherwise recuses himself or herself from the
    11  meeting and is not present during debate and voting on the  compensation
    12  arrangement.
    13    (B)  A member of the governing body does not have a conflict of inter-
    14  est with respect to a compensation arrangement only if the member:
    15    (i) is not an executive participating in, or  economically  benefiting
    16  from, the compensation arrangement;
    17    (ii)  is not in an employment relationship subject to the direction or

    18  control of any executive, or the family member of any executive, partic-
    19  ipating in or economically benefiting from the compensation arrangement;
    20    (iii) does not  receive  compensation  or  other  payment  subject  to
    21  approval  by  any  executive,  or  the  family  member of any executive,
    22  participating  in  or  economically  benefiting  from  the  compensation
    23  arrangement;
    24    (iv)  has  no material financial interest affected by the compensation
    25  arrangement; and
    26    (v) does not approve a transaction providing economic benefits to  any
    27  executive,  or  the family member of any executive, participating in the
    28  compensation arrangement, who in turn has approved  or  will  approve  a

    29  transaction providing economic benefits to the member.
    30    (2)  (A)  The governing body obtained and relied upon appropriate data
    31  as to comparability prior to making  its  determination  and  given  the
    32  knowledge and expertise of its members, it has information sufficient to
    33  determine  whether  the  compensation  arrangement  in  its  entirety is
    34  reasonable. Relevant  information  includes,  but  is  not  limited  to:
    35  compensation  levels  paid  by  similarly situated not-for-profit corpo-
    36  rations as defined in section one hundred two (definitions); the  avail-
    37  ability  of  similar  services  in the geographic area of the applicable
    38  provider of services; current compensation surveys compiled by independ-

    39  ent firms; and actual written offers from similar institutions competing
    40  for the services of the applicable executive.
    41    (B) For purposes of this paragraph, control by an applicable  not-for-
    42  profit corporation means:
    43    (i)  In  the case of a stock corporation, ownership (by vote or value)
    44  of more than fifty percent of the stock in such corporation;
    45    (ii) In the case of  a  partnership,  ownership  of  more  than  fifty
    46  percent  of  the  profits interests or capital interests in the partner-
    47  ship;
    48    (iii) In the case of a nonstock organization (i.e., an entity in which
    49  no person holds a proprietary interest), that at least fifty percent  of
    50  the  directors  or trustees of the not-for-profit corporation are either

    51  representatives (including trustees, directors,  agents,  or  employees)
    52  of,  or  directly  or indirectly controlled by, an applicable tax-exempt
    53  organization; or
    54    (iv) In the case of any other entity, ownership  of  more  than  fifty
    55  percent of the beneficial interest in the entity.

        S. 5115--A                          7
 
     1    (3)  The governing body adequately documented the basis for its deter-
     2  mination concurrently with making that determination.
     3    (A)  For  a decision to be documented adequately, the written or elec-
     4  tronic records of the governing body must note:
     5    (i) the terms of the transaction that was approved, and  the  date  it
     6  was approved;

     7    (ii)  the members of the governing body who were present during debate
     8  on the transaction that was approved, and those who voted on it;
     9    (iii) the comparability data obtained and relied upon by the governing
    10  body, and how the data was obtained; and
    11    (iv) any actions taken with respect to  consideration  of  the  trans-
    12  action by anyone who is otherwise a member of the governing body but who
    13  had a conflict of interest with respect to the transaction.
    14    (B) If the governing body determines that the executive's compensation
    15  for  a specific arrangement is higher or lower than the range of compar-
    16  ability data obtained, the governing body must record the basis for  its
    17  determination. For a decision to be documented concurrently records must

    18  be  prepared  before the later of the next meeting of the governing body
    19  or sixty days after the final action or actions of  the  governing  body
    20  are  taken.  Records must be reviewed and approved by the governing body
    21  as reasonable, accurate and complete within  a  reasonable  time  period
    22  thereafter.
    23    (4)  The  compensation provided to the executive by the governing body
    24  does not exceed the highest compensation provided by a  similarly  situ-
    25  ated organization for similar services, as identified in the comparabil-
    26  ity data, by more than twenty percent.
    27    (e) If the four conditions of paragraph (d) of this section are satis-
    28  fied,  then  the person or entity bringing an action for relief pursuant

    29  to this section may rebut the presumption that  arises  under  paragraph
    30  (d)  of this section only if it develops sufficient contrary evidence to
    31  rebut the probative value of the comparability data relied upon  by  the
    32  governing  body. With respect to any fixed payment, rebuttal evidence is
    33  limited to evidence relating to facts and circumstances existing on  the
    34  date  the  parties enter into the contract pursuant to which the payment
    35  is made (except  in  the  event  of  substantial  nonperformance).  With
    36  respect  to  all other payments, rebuttal evidence may include facts and
    37  circumstances up to and including the date of payment.
    38    (f) A not-for-profit is prohibited from, and may thus be  referred  to

    39  the  attorney  general for further inquiry to be officially responded to
    40  within ninety days of receipt, by  the  person  or  entity  bringing  an
    41  action for relief pursuant to this section: (1) engaging in any act that
    42  the  Internal  Revenue Service determines constitutes an "excess benefit
    43  transaction" under section 4958 of the Internal  Revenue  Code;  or  (2)
    44  engaging  in  any  act  that  would constitute an "excess benefit trans-
    45  action" under the standards of section  4958  of  the  Internal  Revenue
    46  Code.
    47    § 19. Section 104-A of the not-for-profit corporation law, as added by
    48  chapter  591  of  the  laws of 1982, paragraphs (a), (c), (d), (e), (g),
    49  (l), (m), (n) and (p) as amended by chapter 166 of the laws of 1991  and

    50  paragraph  (r) as amended by chapter 198 of the laws of 1984, is amended
    51  to read as follows:
    52  § 104-A. Fees.
    53    Except as otherwise provided, the department of  state  shall  collect
    54  the following fees pursuant to this chapter:

        S. 5115--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    § 20. The not-for-profit corporation law is amended by  adding  a  new
    54  section 116 to read as follows:
    55  § 116. State board training consortium.

        S. 5115--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

        S. 5115--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    § 21. The state finance law is amended by adding a new section 97-j to
     7  read as follows:
     8    §  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    § 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    § 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;

        S. 5115--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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