N.Y. Not-for-Profit Corporation Law § 720: Actions against directors, officers and key persons

§ 720. Actions against directors, officers and key persons.

(a) An action may be brought against one or more directors, officers,

or key persons of a corporation to procure a judgment for the following

relief:

(1) To compel the defendant to account for his official conduct in the

following cases:

(A) The neglect of, or failure to perform, or other violation of his

duties in the management and disposition of corporate assets committed

to his charge.

(B) The acquisition by himself, transfer to others, loss or waste of

corporate assets due to any neglect of, or failure to perform, or other

violation of his duties.

(2) To set aside an unlawful conveyance, assignment or transfer of

corporate assets, where the transferee knew of its unlawfulness.

(3) To enjoin a proposed unlawful conveyance, assignment or transfer

of corporate assets, where there are reasonable grounds for belief that

it will be made.

(b) An action may be brought for the relief provided in this section

and in paragraph (a) of section 719 (Liabilities of directors in certain

cases) by the attorney general, by the corporation, or, in the right of

the corporation, by any of the following:

(1) A director or officer of the corporation.

(2) A receiver, trustee in bankruptcy, or judgment creditor thereof.

(3) Under section 623 (Members' derivative action brought in the right

of the corporation to procure a judgment in its favor), by one or more

of the members thereof.

(4) If the certificate of incorporation or the by-laws so provide, by

any holder of a subvention certificate or any other contributor to the

corporation of cash or property of the value of $1,000 or more.

(c) In a corporation having no members, an action may be brought by a

director against third parties to obtain a judgment in favor of the

corporation. The complaint shall set forth with particularity the

efforts of the plaintiff to secure the initiation of such action by the

board or the reason for not making such efforts. The court in its

discretion shall determine whether it is in the interest of the

corporation that the action be maintained, and if the action is

successful in whole or in part, what reimbursement if any should be made

out of the corporate treasury to the plaintiff for his reasonable

expenses including attorney's fees, incurred in the prosecution of the

action.