New York Codes, Rules and Regulations
Title 10 - DEPARTMENT OF HEALTH
Chapter V - Medical Facilities
Subchapter B - Hospital Establishment
Part 610 - Special Requirements For Nonprofit Corporations
Section 610.4 - Director voting and conflicting interests
Universal Citation: 10 NY Comp Codes Rules and Regs ยง 610.4
Current through Register Vol. 46, No. 39, September 25, 2024
(a)
(1) No
director of a nonprofit corporation operating a hospital shall vote, or be
counted in determining the quorum for any vote, on any transaction between such
hospital corporation and another corporation, firm, association or other entity
in which that director is an officer or director or has a direct or indirect
substantial financial interest. Any such quality of interest shall be disclosed
to the other directors of the hospital corporation and made a matter of record.
Such disclosure shall be made by the director involved or, in his absence, by
another director having knowledge of the facts. In addition to refraining from
voting, such director shall not participate in the deliberations nor use
personal influence in the matter and any such transaction shall be at least as
fair and reasonable to the hospital corporation as would otherwise then be
obtainable by such corporation.
(2)
For the purposes of paragraph (1) of this subdivision, a director or officer
shall be deemed to have a direct or indirect substantial financial interest in
any corporation, firm, association or other entity in which such person
together with such person's parents and spouse, and all descendants of either
of such person's parents or such person's spouse, have an aggregate beneficial
equity interest of 10 percent or more.
(3) This section shall not apply to such
directors of a nonprofit corporation operating a hospital who also serves as an
unsalaried officer or director of other nonprofit corporations which, having
received all requisite approvals, exist for the purpose of raising funds for
the operation and maintenance of, or to provide administrative, planning and
research support services to the nonprofit corporation operating the hospital,
with respect to transactions between the hospital corporation and such other
nonprofit corporations.
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