2015 New York Laws
NPC - Not-For-Profit Corporation
Article 5-A - (Not-For-Profit Corporation) PRUDENT MANAGEMENT OF INSTITUTIONAL FUNDS ACT
554 - Delegation of management and investment functions.

554. Delegation of management and investment functions.
(a)  Subject to any specific limitation set forth in a gift instrument
  or in law other than this article, an institution  may  delegate  to  an
  external agent the management and investment of an institutional fund to
  the  extent  that  an  institution  could  prudently  delegate under the
  circumstances. An institution shall act in good  faith,  with  the  care
  that  an  ordinarily  prudent  person  in a like position would exercise
  under  similar  circumstances  as  required  by  section  seven  hundred
  seventeen of this chapter, in:
(1) selecting, continuing or terminating an agent, including assessing
  the  agent's independence including any conflicts of interest such agent
  has or may have;
(2) establishing the scope and terms of the delegation, including  the
  payment of compensation, consistent with the purposes of the institution
  and the institutional fund; and
(3)  monitoring  the agent's performance and compliance with the scope
  and terms of the delegation.
(b) In performing a delegated function, an agent owes a  duty  to  the
  institution  to  exercise  reasonable  care, skill and caution to comply
  with the scope and terms of the delegation.
(c) An institution that complies with paragraph (a) of this section is
  not liable for the decisions  or  actions  of  an  agent  to  which  the
  function was delegated.
(d)  By  accepting  delegation  of a management or investment function
  from an institution that is subject to the laws of this state, an  agent
  submits  to  the  jurisdiction  of  the  courts  of  this  state  in all
  proceedings arising from or related to the delegation or the performance
  of the delegated function.
(e) Each contract, if any, pursuant to which authority is so delegated
  shall provide that it may be terminated by the institution at any  time,
  without penalty, upon not more than sixty days notice.
(f) An institution may delegate management and investment functions to
  its committees, officers, or employees as authorized by the laws of this
  state  other than this article, as set forth in, inter alia, section 514
  (Delegation of investment management).
(g) Nothing in this article shall impair the operation of section  717
  (Duty of directors and officers).