New York §717

Duty of directors, officers and key persons

Statute:
New York §717 · Law NPC (Not-for-Profit Corporation Law)
Topic:
Officers & Directors · Standard of care
Applies to:
Nonprofit associations

Directors, officers, and key persons must discharge their duties in good faith and with the care an ordinarily prudent person in a like position would exercise. They may rely in good faith on information, opinions, and reports from competent officers, employees, counsel, accountants, or committees.

fiduciary duty; standard of care; good faith; ordinarily prudent person; reliance

📄 Read the official text at nysenate.gov →

Full statutory text
§ 717. Duty of directors, officers and key persons. (a) Directors, officers and key persons shall discharge the duties of their respective positions in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The factors set forth in subparagraph one of paragraph (e) of section 552 (Standard of conduct in managing and investing an institutional fund), if relevant, must be considered by a governing board delegating investment management of institutional funds pursuant to section 514 (Delegation of investment management). (b) In discharging their duties, directors, officers and key persons, when acting in good faith, may rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by: (1) one or more officers or employees of the corporation, whom the director believes to be reliable and competent in the matters presented, (2) counsel, public accountants or other persons as to matters which the directors, officers or key persons believe to be within such person's professional or expert competence or (3) a committee of the board upon which they do not serve, duly designated in accordance with a provision of the certificate of incorporation or the bylaws, as to matters within its designated authority, which committee the directors, officers or key persons believe to merit confidence, so long as in so relying they shall be acting in good faith and with that degree of care specified in paragraph (a) of this section. Persons shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such reliance to be unwarranted. Persons who so perform their duties shall have no liability by reason of being or having been directors, officers or key persons of the corporation.

How SoShiny helps with Duty of directors, officers and key persons

SoShiny keeps your board roster, officer titles (President, VP, Secretary, Treasurer, Director), and election history current in one place — so the statutory requirement to identify directors and officers is always one click away.

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Related sections in Law NPC

Frequently asked

What does New York §717 require?
Directors, officers, and key persons must discharge their duties in good faith and with the care an ordinarily prudent person in a like position would exercise. They may rely in good faith on information, opinions, and reports from competent officers, employees, counsel, accountants, or committees.
Who does New York §717 apply to?
New York §717 applies to Nonprofit associations in New York.
What happens if our co-op or condo doesn't comply with §717?
Non-compliance with this New York statute can expose the association and its officers to private civil suit, and (for offering-plan / sponsor matters under GBS) to enforcement action by the New York Attorney General's Real Estate Finance Bureau. SoShiny's audit trail and documented workflows are designed to demonstrate good-faith compliance.
Where can I read the official text of New York §717?
The official text is published by the New York State Legislature at nysenate.gov. The summary on this page is for plain-English reference only and is not legal advice.
How does SoShiny help with Duty of directors, officers and key persons?
SoShiny keeps your board roster, officer titles (President, VP, Secretary, Treasurer, Director), and election history current in one place — so the statutory requirement to identify directors and officers is always one click away. Learn more →

Not legal advice. This page is a plain-English summary of New York §717 prepared by SoShiny for board members and managers. For binding legal advice or interpretation, consult a New York-licensed attorney. For the official statutory text, see the link above.

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