Legislature Sends Bill Amending Not-For-Profit Corporation Law To Governor: Part VI, Miscellaneous Provisions, EPTL, and Conclusion

This is the sixth and final post in our series looking at the bill, passed by the New York State Assembly and Senate on June 16, 2016, to amend the Not-For-Profit Corporation Law (“NFPCL”) [updated: the bill was signed into law by Governor Cuomo on November 29, 2016, and has an effective date of May 27, 2017].  This post looks at the remaining provisions in the bill, which include both minor provisions and comparable clauses to those described in past posts to the Estates Powers and Trusts Law.

The provisions discussed in our previous posts are the most notable revisions to the NFPCL in the bill, and the bill devotes a full five sections to implementing the same changes in the equivalent provisions of the Estates, Powers, and Trusts Law, including the provisions defining key persons, governing related party transactions and the determination of whether a given transaction is “fair, reasonable, and in the trust’s best interest at the time,” and Board of Trustees role in administering and overseeing conflict of interest and whistleblower policy provisions.

There are also several sections whose changes solely reflect the shift from “key employee” to “key person.”  For example, the provision allowing service of process upon a “director, officer or key employee,” has been amended to ready “director, officer or key person.”  As ensuring this type of statutory uniformity is the extent of the changes to those provisions, they are not individually addressed.  

Finally, the bill’s last provision provides that the bill shall have an effective date of 180 days after passage into law [updated: in light of the date of passage, the law will now be effective May 27, 2017].  The sole exception to this is section six, relating to an employee serving as chairman of the Board.  This provision shares the effective date of the provision it is replacing, which is January 1, 2016.

We hope you found this series of posts informative. If you wish to read the full bill for yourself, the text of the bill is available here: http://legislation.nysenate.gov/pdf/bills/2015/S7913

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