New York Laws
Article 7 - Directors and Officers
715-A - Conflict of Interest Policy.

(a) Except as provided in paragraph (d) of this section, the board
shall adopt, and oversee the implementation of, and compliance with, a
conflict of interest policy to ensure that its directors, officers and
key persons act in the corporation's best interest and comply with
applicable legal requirements, including but not limited to the
requirements set forth in section seven hundred fifteen of this article.
(b) The conflict of interest policy shall include, at a minimum, the
following provisions:
(1) a definition of the circumstances that constitute a conflict of
interest;
(2) procedures for disclosing a conflict of interest or possible
conflict of interest to the board or to a committee of the board, and
procedures for the board or committee to determine whether a conflict
exists;
(3) a requirement that the person with the conflict of interest not be
present at or participate in board or committee deliberation or vote on
the matter giving rise to such conflict, provided that nothing in this
section shall prohibit the board or a committee from requesting that the
person with the conflict of interest present information as background
or answer questions at a committee or board meeting prior to the
commencement of deliberations or voting relating thereto;
(4) a prohibition against any attempt by the person with the conflict
to influence improperly the deliberation or voting on the matter giving
rise to such conflict;
(5) a requirement that the existence and resolution of the conflict be
documented in the corporation's records, including in the minutes of any
meeting at which the conflict was discussed or voted upon; and
(6) procedures for disclosing, addressing, and documenting related
party transactions in accordance with section seven hundred fifteen of
this article.
(c) The conflict of interest policy shall require that prior to the
initial election of any director, and annually thereafter, such director
shall complete, sign and submit to the secretary of the corporation or a
designated compliance officer a written statement identifying, to the
best of the director's knowledge, any entity of which such director is
an officer, director, trustee, member, owner (either as a sole
proprietor or a partner), or employee and with which the corporation has
a relationship, and any transaction in which the corporation is a
participant and in which the director might have a conflicting interest.
The policy shall require that each director annually resubmit such
written statement. The secretary of the corporation or the designated
compliance officer shall provide a copy of all completed statements to
the chair of the audit committee or, if there is no audit committee, to
the chair of the board.
(d) A corporation that has adopted and possesses a conflict of
interest policy pursuant to federal, state or local laws that is
substantially consistent with the provisions of paragraph (b) of this
section shall be deemed in compliance with provisions of this section.
In addition, any corporation that is a state authority or a local
authority as defined in section two of the public authorities law, and
that has complied substantially with section twenty-eight hundred
twenty-four and subdivision three of section twenty-eight hundred
twenty-five of such law, shall be deemed in compliance with this
section.
(e) Nothing in this section shall be interpreted to require a
corporation to adopt any specific conflict of interest policy not
otherwise required by this section or any other law or rule, or to

supersede or limit any requirement or duty governing conflicts of
interest required by any other law or rule.