2015 New York Laws
NPC - Not-For-Profit Corporation
Article 7 - (Not-For-Profit Corporation) DIRECTORS AND OFFICERS
715 - Related party transactions.

715.  Related party transactions.
(a)  No  corporation  shall  enter  into any related party transaction
  unless the transaction is determined by the board to be fair, reasonable
  and  in  the  corporation's  best  interest  at   the   time   of   such
  determination. Any director, officer or key employee who has an interest
  in  a  related  party  transaction  shall  disclose in good faith to the
  board, or an authorized committee thereof, the material facts concerning
  such interest.
(b)  With  respect  to  any  related  party  transaction  involving  a
  charitable  corporation  and  in which a related party has a substantial
  financial interest, the board of  such  corporation,  or  an  authorized
  committee thereof, shall:
(1)  Prior  to  entering  into  the  transaction, consider alternative
  transactions to the extent available;
(2) Approve the transaction by not less than a majority  vote  of  the
  directors or committee members present at the meeting; and
(3)  Contemporaneously  document in writing the basis for the board or
  authorized committee's approval,  including  its  consideration  of  any
  alternative transactions.
(c) The certificate of incorporation, by-laws or any policy adopted by
  the   board   may  contain  additional  restrictions  on  related  party
  transactions and additional procedures  necessary  for  the  review  and
  approval  of  such  transactions,  or  provide  that  any transaction in
  violation of such restrictions shall be void or voidable.
(d) Unless otherwise provided in the certificate of  incorporation  or
  the  by-laws,  the board shall have authority to fix the compensation of
  directors for services in any capacity.
(e) The fixing of compensation of officers, if not done in or pursuant
  to the by-laws, shall require the affirmative vote of a majority of  the
  entire  board  unless  a  higher proportion is set by the certificate of
  incorporation or by-laws.
(f) The attorney general may  bring  an  action  to  enjoin,  void  or
  rescind   any  related  party  transaction  or  proposed  related  party
  transaction that violates any provision of this chapter or was otherwise
  not reasonable or in the best interests of the corporation at  the  time
  the transaction was approved, or to seek restitution, and the removal of
  directors or officers, or seek to require any person or entity to:
(1)  Account  for any profits made from such transaction, and pay them
  to the corporation;
(2) Pay the corporation the value of the use of any of its property or
  other assets used in such transaction;
(3) Return or replace  any  property  or  other  assets  lost  to  the
  corporation as a result of such transaction, together with any income or
  appreciation  lost  to the corporation by reason of such transaction, or
  account for any proceeds of sale of such property, and pay the  proceeds
  to the corporation together with interest at the legal rate; and
(4)  Pay, in the case of willful and intentional conduct, an amount up
  to double the amount of any benefit improperly obtained.
(g) The powers of the attorney general provided in this section are in
  addition to all other powers the attorney general may  have  under  this
  chapter or any other law.
(h)  No  related  party  may  participate  in  deliberations or voting
  relating to a related party transaction  in  which  he  or  she  has  an
  interest; provided that nothing in this section shall prohibit the board
  or  authorized  committee  from  requesting that a related party present
  information as background or answer questions concerning a related party
  transaction at a board or committee meeting prior to the commencement of
  deliberations or voting relating thereto.