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* § 715-a. Conflict of interest policy.

  (a)  Except  as  provided  in  paragraph  (d)  of  this section, every  
corporation shall adopt a conflict of interest policy to ensure that its    
directors, officers and key employees 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 to the audit
committee or, if there is no audit committee, to the board;
(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;
(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 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 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.
* NB Effective July 1, 2014

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