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

                                         1051

                              2011-2012 Regular Sessions

                                 I N  A S S E M B L Y

                                      (PREFILED)

                                    January 5, 2011
                                      ___________

       Introduced by M. of A. PHEFFER -- Multi-Sponsored by -- M. of A. COOK --
         read  once  and referred to the Committee on Corporations, Authorities
         and Commissions

       AN ACT to amend the  not-for-profit  corporation  law,  in  relation  to
         liability of directors, officers and trustees of certain corporations

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

    1    Section 1. Section 720-a of the  not-for-profit  corporation  law,  as
    2  added by chapter 220 of the laws of 1986, is amended to read as follows:
    3  S 720-a. Liability of directors, officers and trustees.
    4    Except  as  provided  in  sections  seven  hundred  nineteen and seven
    5  hundred twenty of this [chapter]  ARTICLE,  and  except  any  action  or
    6  proceeding  brought by the attorney general or, in  the case of a chari-
    7  table trust, an action or proceeding against  a  trustee  brought  by  a
    8  beneficiary  of  such trust, no person serving without compensation as a
    9  director, officer or trustee of a corporation, association, organization
   10  or trust described in section 501 (c) (3) OR 501 (C) (4) of  the  United
   11  States  internal  revenue  code shall be liable to any person other than
   12  such corporation, association, organization or trust based solely on his
   13  or her conduct in the execution of such office  unless  the  conduct  of
   14  such  director,  officer or trustee with respect to the person asserting
   15  liability constituted gross negligence or  was  intended  to  cause  the
   16  resulting  harm  to the person asserting such liability. For purposes of
   17  this section, such a director, officer or trustee shall not  be  consid-
   18  ered  compensated  solely  by  reason  of  payment  of his or her actual
   19  expenses incurred in attending meetings or otherwise in the execution of
   20  such office.
   21    S 2. This act shall take effect immediately.

        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD00368-01-1