Amendments to the New York Non-Profit Revitalization Act

Sullivan & Cromwell LLP - May 9, 2017

On May 27, 2017 changes to the New York Not-for-Profit Corporation Law will go into effect, modifying the governance regime applicable to non-profits in New York.  The changes clarify and refine some of the sweeping reforms introduced by the Non-Profit Revitalization Act of 2013.  Specifically, the Amendment revises the prohibition on an employee serving as board chair, revises the concept of “independent” directors and trustees, and modifies the law regarding related party transactions.  The Amendment also introduces a concept of “key persons” – expanding the previously more limited concept of “key employees.”  Certain changes have also been made to the requirements for adoption of Conflict of Interest and Whistleblower Policies.