N.Y. Not-for-Profit Corporation Law § 715-b: Whistleblower policy

§ 715-b. Whistleblower policy.

(a) Except as provided in paragraph (c) of this section, the board of

every corporation that has twenty or more employees and in the prior

fiscal year had annual revenue in excess of one million dollars shall

adopt, and oversee the implementation of, and compliance with, a

whistleblower policy to protect from retaliation persons who report

suspected improper conduct. Such policy shall provide that no director,

officer, key person, employee or volunteer of a corporation who in good

faith reports any action or suspected action taken by or within the

corporation that is illegal, fraudulent or in violation of any adopted

policy of the corporation shall suffer intimidation, harassment,

discrimination or other retaliation or, in the case of employees,

adverse employment consequence.

(b) The whistleblower policy shall include the following provisions:

(1) Procedures for the reporting of violations or suspected violations

of laws or corporate policies, including procedures for preserving the

confidentiality of reported information;

(2) A requirement that an employee, officer or director of the

corporation be designated to administer the whistleblower policy and to

report to the board or an authorized committee thereof, except that

directors who are employees may not participate in any board or

committee deliberations or voting relating to administration of the

whistleblower policy;

(3) A requirement that the person who is the subject of a

whistleblower complaint not be present at or participate in board or

committee deliberations or vote on the matter relating to such

complaint, provided that nothing in this subparagraph shall prohibit the

board or committee from requesting that the person who is subject to the

complaint present information as background or answer questions at a

committee or board meeting prior to the commencement of deliberations or

voting relating thereto; and

(4) A requirement that a copy of the policy be distributed to all

directors, officers, key persons, employees and to volunteers who

provide substantial services to the corporation. For purposes of this

subdivision, posting the policy on the corporation's website or at the

corporation's offices in a conspicuous location accessible to employees

and volunteers are among the methods a corporation may use to satisfy

the distribution requirement.

(c) A corporation that has adopted and possesses a whistleblower

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 local authority as defined in

section two of the public authorities law, and that has complied

substantially with section twenty-eight hundred twenty-four of such law

and is subject to the provisions of section twenty-eight hundred

fifty-seven of such law, shall be deemed in compliance with the

provisions of this section.

(d) Nothing in this section shall be interpreted to relieve any

corporation from any additional requirements in relation to internal

compliance, retaliation, or document retention required by any other law

or rule.