N.Y. Not-for-Profit Corporation Law § 720-a: Liability of directors, officers, trustees and key persons

§ 720-a. Liability of directors, officers, trustees and key persons.

Except as provided in sections seven hundred nineteen and seven

hundred twenty of this chapter, and except any action or proceeding

brought by the attorney general or, in the case of a charitable trust,

an action or proceeding against a trustee brought by a beneficiary of

such trust, no person serving without compensation as a director,

officer, key person or trustee of a corporation, association,

organization or trust described in section 501 (c) (3) of the United

States internal revenue code shall be liable to any person other than

such corporation, association, organization or trust based solely on his

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

such director, officer, key person or trustee with respect to the person

asserting liability constituted gross negligence or was intended to

cause the resulting harm to the person asserting such liability. For

purposes of this section, such a director, officer, key person or

trustee shall not be considered compensated solely by reason of payment

of his or her actual expenses incurred in attending meetings or

otherwise in the execution of such office.