N.Y. Not-for-Profit Corporation Law § 717: Duty of directors, officers and key persons

§ 717. Duty of directors, officers and key persons.

(a) Directors, officers and key persons shall discharge the duties of

their respective positions in good faith and with the care an ordinarily

prudent person in a like position would exercise under similar

circumstances. The factors set forth in subparagraph one of paragraph

(e) of section 552 (Standard of conduct in managing and investing an

institutional fund), if relevant, must be considered by a governing

board delegating investment management of institutional funds pursuant

to section 514 (Delegation of investment management) For purposes of

this paragraph, the term institutional fund is defined in section 551

(Definitions).

(b) In discharging their duties, directors, officers and key persons,

when acting in good faith, may rely on information, opinions, reports or

statements including financial statements and other financial data, in

each case prepared or presented by: (1) one or more officers or

employees of the corporation, whom the director believes to be reliable

and competent in the matters presented, (2) counsel, public accountants

or other persons as to matters which the directors, officers or key

persons believe to be within such person's professional or expert

competence or (3) a committee of the board upon which they do not serve,

duly designated in accordance with a provision of the certificate of

incorporation or the bylaws, as to matters within its designated

authority, which committee the directors, officers or key persons

believe to merit confidence, so long as in so relying they shall be

acting in good faith and with that degree of care specified in paragraph

(a) of this section. Persons shall not be considered to be acting in

good faith if they have knowledge concerning the matter in question that

would cause such reliance to be unwarranted. Persons who so perform

their duties shall have no liability by reason of being or having been

directors, officers or key persons of the corporation.