N.Y. Comp. Codes R. & Regs. tit. 10 § 610.4

Current through Register Vol. 46, No. 45, November 2, 2024

Section 610.4 - Director voting and conflicting interests

(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.

N.Y. Comp. Codes R. & Regs. Tit. 10 § 610.4