Except as provided in sections seven hundred nineteen and seven
hundred twenty of this chapter, and except any action or proceeding
brought by the attorney general or, in the case of a charitable trust,
an action or proceeding against a trustee brought by a beneficiary of
such trust, no person serving without compensation as a director,
officer, key person or trustee of a corporation, association,
organization or trust described in section 501 (c) (3) of the United
States internal revenue code shall be liable to any person other than
such corporation, association, organization or trust based solely on his
or her conduct in the execution of such office unless the conduct of
such director, officer, key person or trustee with respect to the person
asserting liability constituted gross negligence or was intended to
cause the resulting harm to the person asserting such liability. For
purposes of this section, such a director, officer, key person or
trustee shall not be considered compensated solely by reason of payment
of his or her actual expenses incurred in attending meetings or
otherwise in the execution of such office.
Structure New York Laws
NPC - Not-For-Profit Corporation
Article 7 - Directors and Officers
703 - Election and Term of Office of Directors; Alternates.
704 - Classification of Directors.
705 - Newly Created Directorships and Vacancies.
709 - Greater Requirement as to Quorum and Vote of Directors.
710 - Place and Time of Meetings of the Board.
711 - Notice of Meetings of the Board.
712 - Executive Committee and Other Committees.
715 - Related Party Transactions.
715-A - Conflict of Interest Policy.
716 - Loans to Directors, Officers and Key Persons.
717 - Duty of Directors, Officers and Key Persons.
718 - List of Directors, Officers and Key Persons.
719 - Liability of Directors in Certain Cases.
720 - Actions Against Directors, Officers and Key Persons.
720-A - Liability of Directors, Officers, Trustees and Key Persons.
721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
722 - Authorization for Indemnification of Directors and Officers.
723 - Payment of Indemnification Other Than by Court Award.
724 - Indemnification of Directors and Officers by a Court.
725 - Other Provisions Affecting Indemnification of Directors and Officers.
726 - Insurance for Indemnification of Directors and Officers.