N.Y. Arts and Cultural Affairs Law § 20.09: Administration of a trust

§ 20.09. Administration of a trust. 1. A trust shall be administered

by a board of trustees, all of whom shall be appointed as provided by

special law. The number of trustees, their qualifications, and the

duration of their respective terms of office shall be set forth in the

special law.

2. The special law creating a trust may provide for the appointment of

a trustee as chairman of the board of trustees and for the appointment

of a trustee as president and chief executive officer of the trust. The

chairman of the board of trustees and the president and chief executive

officer of the trust shall have such powers and duties as may be

prescribed by special law.

3. No trustee other than the president and chief executive officer

shall receive, directly or indirectly, any salary or other compensation

from a trust, in any capacity. Each trustee shall be entitled to

reimbursement for his actual and necessary expenses incurred in the

performance of his duties as a trustee. Each trustee shall be deemed to

be a state officer for purposes of sections seventy-three and

seventy-four of the public officers law. Notwithstanding anything to

the contrary contained in any general, special or local law concerning

the holding of dual offices, an officer or employee of the state or any

political subdivision of the state, or any agency or instrumentality of

the state or any such political subdivision, or any public corporation,

may be appointed as president and chief executive officer of a trust,

and such officers and employees may be appointed as trustees. No such

officer or employee shall forfeit his office or employment by reason of

his acceptance or appointment as a trustee, officer, employee or agent

of the trust. No more than one person serving on the board of trustees,

or equivalent body, of each participating cultural institution with

which the trust has entered into a financing agreement shall serve

concurrently on the board of trustees of a trust. Any trustee of a trust

who is concurrently serving on the board of trustees, or equivalent

body, of a participating cultural institution shall refrain from

participating in discussions or voting on matters pertaining to such

participating cultural institution. Each trustee may be removed for

cause as provided by special law.

4. Except as otherwise provided in this article or by special law, (a)

a majority of the trustees then in office shall constitute a quorum for

the transaction of any business or the exercise of any power by a trust;

and (b) the powers of the trust shall be vested in, and be exercised by

the affirmative vote of, a majority of the members of the board of

trustees present at a meeting at which a quorum is in attendance;

provided, however, that any action required or permitted to be taken at

a meeting of the board of trustees may be taken without a meeting if all

the members of the board of trustees then in office consent thereto in

writing and provided further that one or more trustees may participate

in a meeting by means of conference telephone or similar communications

equipment allowing all persons participating in the meeting to hear each

other at the same time and participation by such means shall constitute

presence in person at a meeting. No trustee may vote by proxy. The trust

may delegate to one or more of its trustees, officers, agents or

employees such powers and duties as it may deem proper.

5. The trustees, officers and employees of a trust shall not be

personally liable for any debt, obligation or liability incurred by or

imposed upon the trust at any time.

6. A trust may make payments to or on behalf of its trustees, officers

and employees in accordance with and to the same extent as authorized by

the provisions of sections seven hundred twenty-one through seven

hundred twenty-six of the business corporation law as amended from time

to time with the same effect as though such sections applied to the

trust, its trustees, officers and employees; provided, however, that a

trust shall save harmless and indemnify its trustees, officers and

employees against any claim, demand, suit or judgment based on

allegations that financial loss has been sustained by any person in

connection with the acquisition, disposition or holding of bonds, notes,

securities or other obligations of a trust, or those of any other public

corporation if such loss allegedly resulted from dealings with the

trust, unless such trustee, officer or employee is found by a final

judicial determination not to have acted in good faith for a purpose

which he reasonably believed to be in the best interests of the trust or

not to have had reasonable cause to believe that his conduct was lawful;

and provided further than no trustee, officer or employee of the trust

shall be liable to any person other than the trust based solely on his

or her conduct in the execution of such office, unless the conduct of

such trustee, officer or employee with respect to the person asserting

liability constituted gross negligence or was intended to cause the

resulting harm to the person asserting such liability. A trust may

procure insurance or be indemnified with respect to any payment

permitted under this subdivision in such amounts and with such insurers

or other persons as it deems desirable.