New York A 5795: Prohibits unfunded mandates in medicaid

Bill Text

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A05795 Summary:

BILL NOA05795 

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SAME ASSAME AS S05160

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SPONSORHyndman

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COSPNSR

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MLTSPNSR

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Rpld §§721, 722 & 723, add §721, ren §§724 & 725 to be §§722 & 723, amd §§722, 723 & 720-a, N-PC L

&nbsp

Relates to the indemnification of directors, officers and key persons; ensures the survival of indemnification in case of a merger or consolidation of a corporation; provides that once a right to indemnification arises, it continues to benefit a former director, officer or key person's and their heirs and estate; makes related provisions.

Go to top A05795 Actions:

BILL NOA05795 

&nbsp

02/20/2025referred to corporations, authorities and commissions

01/07/2026referred to corporations, authorities and commissions

Go to topA05795 Committee&nbspVotes:

Go to topA05795 Floor&nbspVotes:

There are no Assembly votes for this bill in this legislative session.

Go to topA05795 Text:

 STATE OF NEW YORK
 ________________________________________________________________________

 5795

 2025-2026 Regular Sessions

 IN ASSEMBLY

 February 20, 2025
 ___________

 Introduced by M. of A. HYNDMAN -- read once and referred to the Commit-
 tee on Corporations, Authorities and Commissions

 AN ACT to amend the not-for-profit corporation law, in relation to the
 indemnification of directors, officers and key persons; and to repeal
 sections 721, 722 and 723 of the not-for-profit corporation law relat-
 ing thereto

 The People of the State of New York, represented in Senate and Assem-
 bly, do enact as follows:

 1 Section 1. Sections 721, 722 and 723 of the not-for-profit corporation
 2 law are REPEALED.
 3 § 2. The not-for-profit corporation law is amended by adding a new
 4 section 721 to read as follows:
 5 § 721. Authorization for indemnification of directors, officers or key
 6 persons; insurance.
 7 (a) A corporation may indemnify any director, officer or key person
 8 against expenses, including judgments, fines, excise taxes, amounts paid
 9 in settlement, attorneys' fees, court costs and disbursements actually
 10 and necessarily incurred as a result of action or proceeding, or any
 11 appeal thereof, arising out of service as a director, officer or key
 12 person (1) who was or is a party or is threatened to be made a party to
 13 any threatened, pending or contemplated action or proceeding, or any
 14 appeal thereof, whether civil, criminal, administrative or investigative
 15 (including an action by or in the right of the corporation and/or by its
 16 members, if any, or in the right of any other corporation of any kind,
 17 domestic or foreign and/or by its members, if any), or by any partner-
 18 ship, joint venture, trust, employee benefit plan or other enterprise;
 19 and (2) who has met the standards of conduct set forth in section 717
 20 (duty of directors and officers and key persons) and elsewhere in this
 21 article and who is entitled to the protection of section 720-a of this
 22 article (liability of directors, officers, key persons and trustees) to
 23 the extent applicable, and (3) with respect to any criminal action or

 EXPLANATION--Matter in italics (underscored) is new; matter in brackets
 [ ] is old law to be omitted.
 LBD06016-01-5

 A. 5795 2

 1 proceeding, who had reasonable cause to believe that their conduct was
 2 lawful. A director, officer or key person who may be indemnified under
 3 this section shall include a person (i) whose testator or intestate is
 4 or was a director, officer or key person of the corporation, or (ii) who
 5 is or was serving in any capacity at the request of the corporation as a
 6 director, officer or key person of another corporation, partnership,
 7 joint venture, trust, estate, employee benefit plan or other enterprise.
 8 (b) The termination of any action or proceeding, including an action
 9 by or in the right of the corporation and/or by its members, by judg-
 10 ment, order, settlement, adjudging liability to the director, officer or
 11 key person, conviction or upon a plea of nolo contendere or its equiv-
 12 alent shall not necessarily create a presumption that the (1) director,
 13 officer or key person did not act in accordance with the standards of
 14 care set forth in paragraph (a) of this section, and (2) with respect to
 15 any c