2015 New York Laws
NPC - Not-For-Profit Corporation
Article 7 - (Not-For-Profit Corporation) DIRECTORS AND OFFICERS
715-A - Conflict of interest policy.

715-a. Conflict of interest policy.
(a)  Except  as  provided  in  paragraph  (d)  of  this section, every
  corporation shall adopt a conflict of interest policy to ensure that its
  directors, officers and key employees  act  in  the  corporation's  best
  interest  and  comply  with applicable legal requirements, including but
  not limited to the requirements  set  forth  in  section  seven  hundred
  fifteen of this article.
(b)  The  conflict of interest policy shall include, at a minimum, the
  following provisions:
(1) a definition of the circumstances that constitute  a  conflict  of
  interest;
(2)  procedures  for  disclosing  a  conflict of interest to the audit
  committee or, if there is no audit committee, to the board;
(3) a requirement that the person with the conflict of interest not be
  present at or participate in board or committee deliberation or vote  on
  the  matter  giving rise to such conflict, provided that nothing in this
  section shall prohibit the board or a committee from requesting that the
  person with the conflict of interest present information  as  background
  or  answer  questions  at  a  committee  or  board  meeting prior to the
  commencement of deliberations or voting relating thereto;
(4) a prohibition against any attempt by the person with the  conflict
  to  influence improperly the deliberation or voting on the matter giving
  rise to such conflict;
(5) a requirement that the existence and resolution of the conflict be
  documented in the corporation's records, including in the minutes of any
  meeting at which the conflict was discussed or voted upon; and
(6) procedures for disclosing,  addressing,  and  documenting  related
  party  transactions  in accordance with section seven hundred fifteen of
  this article.
(c) The conflict of interest policy shall require that  prior  to  the
  initial election of any director, and annually thereafter, such director
  shall complete, sign and submit to the secretary of the corporation or a
  designated  compliance  officer  a written statement identifying, to the
  best of the director's knowledge, any entity of which such  director  is
  an   officer,  director,  trustee,  member,  owner  (either  as  a  sole
  proprietor or a partner), or employee and with which the corporation has
  a relationship, and any  transaction  in  which  the  corporation  is  a
  participant and in which the director might have a conflicting interest.
  The  policy  shall  require  that  each  director annually resubmit such
  written statement. The secretary’ of the corporation or  the  designated
  compliance  officer  shall provide a copy of all completed statements to
  the chair of the audit committee or, if there is no audit committee,  to
  the chair of the board.
(d)  A  corporation  that  has  adopted  and  possesses  a conflict of
  interest policy pursuant  to  federal,  state  or  local  laws  that  is
  substantially  consistent  with  the provisions of paragraph (b) of this
  section shall be deemed in compliance with provisions of  this  section.
  In  addition,  any  corporation  that  is  a  state authority or a local
  authority as defined in section two of the public authorities  law,  and
  that  has  complied  substantially  with  section  twenty-eight  hundred
  twenty-four  and  subdivision  three  of  section  twenty-eight  hundred
  twenty-five  of  such  law,  shall  be  deemed  in  compliance with this
  section.
(e) Nothing  in  this  section  shall  be  interpreted  to  require  a
  corporation  to  adopt  any  specific  conflict  of  interest policy not
  otherwise required by this section or any  other  law  or  rule,  or  to
  supersede  or  limit  any  requirement  or  duty  governing conflicts of
  interest required by any other law or rule.