S T A T E O F N E W Y O R K
________________________________________________________________________
7338
2013-2014 Regular Sessions
I N A S S E M B L Y
May 10, 2013
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Introduced by M. of A. ENGLEBRIGHT, BRENNAN -- (at request of the
Department of Law) -- read once and referred to the Committee on
Corporations, Authorities and Commissions
AN ACT to amend the not-for-profit corporation law, in relation to exec-
utive compensation oversight; and to amend the estates, powers and
trusts law, in relation to trust governance
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Subparagraph 6 of paragraph (a) of section 102 of the not-
for-profit corporation law is amended, and five new subparagraphs 19,
20, 21, 22 and 23, are added to read as follows:
(6) "Director" means any member of the governing board of a corpo-
ration, whether designated as director, trustee, manager, governor, or
by any other title. The term "board" means "board of directors" OR ANY
OTHER BODY CONSTITUTING A "GOVERNING BOARD" AS DEFINED IN THIS SECTION.
(19) AN "AFFILIATE" OF A CORPORATION MEANS ANY ENTITY CONTROLLED BY,
IN CONTROL OF, OR UNDER COMMON CONTROL WITH SUCH CORPORATION.
(20) "INDEPENDENT DIRECTOR" MEANS A DIRECTOR WHO: (I) IS NOT, AND HAS
NOT BEEN WITHIN THE LAST THREE YEARS, AN EMPLOYEE OF THE CORPORATION OR
AN AFFILIATE OF THE CORPORATION, AND DOES NOT HAVE A RELATIVE WHO IS, OR
HAS BEEN WITHIN THE LAST THREE YEARS, A KEY EMPLOYEE OF THE CORPORATION
OR AN AFFILIATE OF THE CORPORATION; (II) HAS NOT RECEIVED, AND DOES NOT
HAVE A RELATIVE WHO HAS RECEIVED, IN ANY OF THE LAST THREE FISCAL YEARS,
MORE THAN TEN THOUSAND DOLLARS IN DIRECT COMPENSATION FROM THE CORPO-
RATION OR AN AFFILIATE OF THE CORPORATION (OTHER THAN REIMBURSEMENT FOR
EXPENSES REASONABLY INCURRED AS A DIRECTOR OR REASONABLE COMPENSATION
FOR SERVICE AS A DIRECTOR AS PERMITTED BY PARAGRAPH (A) OF SECTION 202
(GENERAL AND SPECIAL POWERS)); AND (III) IS NOT A CURRENT EMPLOYEE OF OR
HAVE A SUBSTANTIAL FINANCIAL INTEREST IN, AND DOES NOT HAVE A RELATIVE
WHO IS A CURRENT OFFICER OF OR HAS A SUBSTANTIAL FINANCIAL INTEREST IN,
ANY ENTITY THAT HAS MADE PAYMENTS TO, OR RECEIVED PAYMENTS FROM, THE
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD10820-01-3
A. 7338 2
CORPORATION OR AN AFFILIATE OF THE CORPORATION FOR PROPERTY OR SERVICES
IN AN AMOUNT WHICH, IN ANY OF THE LAST THREE FISCAL YEARS, EXCEEDS THE
LESSER OF TWENTY-FIVE THOUSAND DOLLARS OR TWO PERCENT OF SUCH ENTITY'S
CONSOLIDATED GROSS REVENUES. FOR PURPOSES OF THIS SUBPARAGRAPH,
"PAYMENT" DOES NOT INCLUDE CHARITABLE CONTRIBUTIONS.
(21) "RELATIVE" OF AN INDIVIDUAL MEANS THE (I) SPOUSE, DOMESTIC PART-
NER AS DEFINED BY SECTION TWENTY-EIGHT HUNDRED FIVE-Q OF THE PUBLIC
HEALTH LAW, CHILD, GRANDCHILD, BROTHER OR SISTER (WHETHER BY THE WHOLE-
OR HALF-BLOOD) OF THE INDIVIDUAL; AND (II) THE SPOUSE OR DOMESTIC PART-
NER OF A CHILD, GRANDCHILD, BROTHER OR SISTER (WHETHER BY THE WHOLE- OR
HALF-BLOOD) OF THE INDIVIDUAL.
(22) "KEY EMPLOYEE" MEANS ANY PERSON WHO IS IN A POSITION TO EXERCISE
SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, AS REFERENCED
IN 26 U.S.C. S4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 CFR S
53.4958-3(C) AND (D), OR SUCCEEDING PROVISIONS.
(23) "TOTAL COMPENSATION" MEANS: (I) ANY COMPENSATION, WHETHER PAID OR
ACCRUED, BY OR ON BEHALF OF THE CORPORATION OR ANY AFFILIATE OF THE
CORPORATION FOR SERVICES RENDERED TO, ON BEHALF OF, OR AT THE REQUEST OF
THE CORPORATION, INCLUDING BUT NOT LIMITED TO SALARY, BONUS, AND
DEFERRED COMPENSATION; AND (II) ANY BENEFIT HAVING MONETARY VALUE
PROVIDED BY OR ON BEHALF OF THE CORPORATION OR ANY AFFILIATE OF THE
CORPORATION, INCLUDING BUT NOT LIMITED TO HOUSING ALLOWANCES, LIVING
EXPENSES, PERQUISITES, FRINGE BENEFITS, EMPLOYER CONTRIBUTIONS TO
DEFINED CONTRIBUTION RETIREMENT PLANS AND OTHER RETIREMENT BENEFITS.
S 2. The not-for-profit corporation law is amended by adding a new
section 712-a to read as follows:
S 712-A. EXECUTIVE COMPENSATION OVERSIGHT.
(A) NO CORPORATION SHALL PAY TOTAL COMPENSATION TO ANY EMPLOYEE IN
EXCESS OF THAT WHICH IS FAIR, REASONABLE AND COMMENSURATE WITH SERVICES
PROVIDED TO THE CORPORATION.
(B) THE BOARD OR A DESIGNATED COMPENSATION COMMITTEE OF THE BOARD
COMPRISED SOLELY OF INDEPENDENT DIRECTORS OF ANY CORPORATION THAT IS
REQUIRED TO REGISTER WITH THE ATTORNEY GENERAL UNDER ARTICLE SEVEN-A OF
THE EXECUTIVE LAW SHALL REVIEW AND APPROVE THE TOTAL COMPENSATION PAID
TO THE PRINCIPAL EXECUTIVE OFFICER OF THE CORPORATION, AND DETERMINE
THAT SUCH COMPENSATION IS NOT IN EXCESS OF THAT WHICH IS FAIR, REASON-
ABLE AND COMMENSURATE WITH SERVICES PROVIDED TO THE CORPORATION.
(C) IF, IN THE PRIOR FISCAL YEAR, ANY CORPORATION THAT IS REQUIRED TO
REGISTER WITH THE ATTORNEY GENERAL UNDER ARTICLE SEVEN-A OF THE EXECU-
TIVE LAW HAD, OR IN THE CURRENT FISCAL YEAR REASONABLY EXPECTS TO HAVE,
ANNUAL REVENUES IN EXCESS OF TWO MILLION DOLLARS, THE BOARD OR DESIG-
NATED COMPENSATION COMMITTEE OF THE BOARD COMPRISED SOLELY OF INDEPEND-
ENT DIRECTORS SHALL, IN ADDITION TO THOSE DUTIES SET FORTH IN PARAGRAPH
(B) OF THIS SECTION:
(1) REVIEW THE TOTAL COMPENSATION PAID TO THE CORPORATION'S TOP FIVE
HIGHEST COMPENSATED EMPLOYEES WHO ARE OFFICERS OR KEY EMPLOYEES AND
WHOSE COMPENSATION EXCEEDS ONE HUNDRED FIFTY THOUSAND DOLLARS, OR SUCH
GREATER AMOUNT AS THE ATTORNEY GENERAL MAY SET BY REGULATION;
(2) DETERMINE THAT THE TOTAL COMPENSATION PAID TO ANY SUCH EMPLOYEE IS
NOT IN EXCESS OF THAT WHICH IS FAIR, REASONABLE AND COMMENSURATE WITH
SERVICES PROVIDED TO THE CORPORATION. IN MAKING THIS DETERMINATION, THE
BOARD, OR COMPENSATION COMMITTEE, SHALL AT A MINIMUM CONSIDER THE
FOLLOWING FACTORS: (I) THE TOTAL COMPENSATION PROVIDED TO THE EMPLOYEE
BY THE CORPORATION AND ALL AFFILIATES OF THE CORPORATION; (II) RELEVANT
DATA ON THE TOTAL COMPENSATION PAID TO INDIVIDUALS SERVING IN SIMILAR
POSITIONS AT CORPORATIONS OF SIMILAR SIZE, TYPE, PURPOSE, AND SCOPE;
A. 7338 3
(III) THE EMPLOYEE'S QUALIFICATIONS AND PERFORMANCE; AND (IV) THE OVER-
ALL FINANCIAL CONDITION OF THE CORPORATION;
(3) MAKE AND KEEP A CONTEMPORANEOUS WRITTEN RECORD DESCRIBING THE
BASIS FOR SUCH DETERMINATION; AND
(4) APPROVE BY NOT LESS THAN A MAJORITY VOTE THE TOTAL COMPENSATION
PAID TO EACH SUCH EMPLOYEE.
(D) ANY REVIEW AND APPROVAL REQUIRED BY PARAGRAPHS (B) AND (C) OF THIS
SECTION SHALL OCCUR WHENEVER THE TERM OF EMPLOYMENT, IF ANY, OF THE
EMPLOYEE IS RENEWED OR EXTENDED, AND WHENEVER SUCH COMPENSATION IS MATE-
RIALLY CHANGED. IF A CORPORATION CONTROLS ONE OR MORE CORPORATIONS, THE
BOARD OR COMPENSATION COMMITTEE OF THE CONTROLLING CORPORATION MAY
CONDUCT SUCH REVIEW AND APPROVAL ON BEHALF OF ANY CONTROLLED CORPO-
RATION.
(E) IF THE BOARD OR COMPENSATION COMMITTEE RETAINS A COMPENSATION
CONSULTANT TO ASSIST IN THE PERFORMANCE OF ITS RESPONSIBILITIES, SUCH
CONSULTANT SHALL REPORT DIRECTLY TO THE BOARD OR COMPENSATION COMMITTEE.
THE BOARD OR COMPENSATION COMMITTEE SHALL BE DIRECTLY RESPONSIBLE FOR
THE APPOINTMENT, COMPENSATION AND OVERSIGHT OF THE WORK OF SUCH CONSULT-
ANT, AND SHALL APPROVE THE COMPENSATION PEER GROUP THAT THE COMPENSATION
CONSULTANT RECOMMENDS BE USED TO DEVELOP COMPARABLE DATA.
(1) PRIOR TO RETAINING ANY SUCH CONSULTANT, THE BOARD OR COMPENSATION
COMMITTEE SHALL DETERMINE THAT THE CONSULTANT IS INDEPENDENT AND QUALI-
FIED TO RENDER ADVICE CONCERNING COMPENSATION; PROVIDED THAT NO CONSULT-
ANT MAY BE DETERMINED INDEPENDENT IF SUCH CONSULTANT OR ANY FIRM THAT
EMPLOYS SUCH CONSULTANT HAS (A) RECEIVED DIRECTLY OR INDIRECTLY ANY
PAYMENT, FEE OR OTHER COMPENSATION FROM THE CORPORATION OR ANY AFFILIATE
OF THE CORPORATION WITHIN THE PRECEDING TWO YEARS, OTHER THAN REASONABLE
AMOUNTS PAID FOR COMPENSATION CONSULTING SERVICES, OR (B) ANY BUSINESS
OR PERSONAL RELATIONSHIP WITH THE CORPORATION OR ANY AFFILIATE OF THE
CORPORATION, OR ANY OF THEIR OFFICERS, DIRECTORS, TRUSTEES, OR EMPLOY-
EES, THAT MAY INTERFERE WITH THE ABILITY OF THE CONSULTANT TO PROVIDE
OBJECTIVE ADVICE TO THE BOARD OR COMPENSATION COMMITTEE.
(2) NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED TO REQUIRE THE BOARD
OR COMPENSATION COMMITTEE TO IMPLEMENT OR ACT CONSISTENTLY WITH ANY
RECOMMENDATIONS PROVIDED BY THE COMPENSATION CONSULTANT; OR AFFECT THE
ABILITY OR OBLIGATION OF MEMBERS OF THE BOARD OR COMPENSATION COMMITTEE
TO EXERCISE THEIR OWN JUDGMENT IN FULFILLMENT OF THEIR DUTIES TO THE
CORPORATION, INCLUDING THOSE DUTIES PRESCRIBED BY SECTION 717 (DUTY OF
DIRECTORS AND OFFICERS).
(F) ONLY INDEPENDENT DIRECTORS MAY PARTICIPATE IN DELIBERATIONS OR
VOTING RELATING TO MATTERS SET FORTH IN THIS SECTION.
S 3. The estates, powers and trusts law is amended by adding a new
section 8-1.9 to read as follows:
S 8-1.9 TRUST GOVERNANCE
(A) FOR PURPOSES OF THIS SECTION:
(1) A "TRUST" MEANS A TRUST CREATED SOLELY FOR CHARITABLE PURPOSES, OR
A TRUST THAT CONTINUES SOLELY FOR SUCH PURPOSES AFTER ALL NON-CHARITABLE
INTERESTS HAVE TERMINATED.
(2) "CHARITABLE PURPOSE" MEANS ANY RELIGIOUS, CHARITABLE, EDUCATIONAL
OR BENEVOLENT PURPOSE.
(3) "KEY EMPLOYEE" MEANS ANY PERSON WHO HAS RESPONSIBILITIES, POWERS
OR INFLUENCE OVER THE TRUST SIMILAR TO THOSE OF AN OFFICER OF A
NOT-FOR-PROFIT CORPORATION, OR IS OTHERWISE IN A POSITION TO EXERCISE
SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE TRUST, AS REFERENCED IN 26
U.S.C. S4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 CFR S53.4958-3(C) AND
(D), OR SUCCEEDING PROVISIONS.
A. 7338 4
(4) AN "AFFILIATE" OF A TRUST MEANS ANY ENTITY CONTROLLED BY, IN
CONTROL OF, OR UNDER COMMON CONTROL WITH SUCH TRUST.
(5) "INDEPENDENT TRUSTEE" MEANS A TRUSTEE WHO: (I) IS NOT, AND HAS NOT
BEEN WITHIN THE LAST THREE YEARS, AN EMPLOYEE OF THE TRUST OR AN AFFIL-
IATE OF THE TRUST, AND DOES NOT HAVE A RELATIVE WHO IS, OR HAS BEEN
WITHIN THE LAST THREE YEARS, A KEY EMPLOYEE OF THE TRUST OR AN AFFILIATE
OF THE TRUST; (II) HAS NOT RECEIVED, AND DOES NOT HAVE A RELATIVE WHO
HAS RECEIVED, IN ANY OF THE LAST THREE FISCAL YEARS, MORE THAN TEN THOU-
SAND DOLLARS IN DIRECT COMPENSATION FROM THE TRUST OR AN AFFILIATE OF
THE TRUST (OTHER THAN REIMBURSEMENT FOR EXPENSES OR THE PAYMENT OF TRUS-
TEE COMMISSIONS AS PERMITTED BY LAW AND THE GOVERNING INSTRUMENT); AND
(III) IS NOT A CURRENT EMPLOYEE OF OR HAVE A SUBSTANTIAL FINANCIAL
INTEREST IN, AND DOES NOT HAVE A RELATIVE WHO IS A CURRENT OFFICER OF OR
HAVE A SUBSTANTIAL FINANCIAL INTEREST IN, ANY ENTITY THAT HAS MADE
PAYMENTS TO, OR RECEIVED PAYMENTS FROM, THE TRUST OR AN AFFILIATE OF THE
TRUST FOR PROPERTY OR SERVICES IN AN AMOUNT WHICH, IN ANY OF THE LAST
THREE FISCAL YEARS, EXCEEDS THE LESSER OF TWENTY-FIVE THOUSAND DOLLARS
OR TWO PERCENT OF SUCH ENTITY'S CONSOLIDATED GROSS REVENUES. FOR
PURPOSES OF THIS SUBPARAGRAPH, "PAYMENT" DOES NOT INCLUDE CHARITABLE
CONTRIBUTIONS.
(B)(1) FOR PURPOSES OF THIS PARAGRAPH, "TOTAL COMPENSATION" MEANS:
(A) ANY COMPENSATION, WHETHER PAID OR ACCRUED, BY OR ON BEHALF OF THE
TRUST OR ANY AFFILIATE OF THE TRUST FOR SERVICES RENDERED TO, ON BEHALF
OF, OR AT THE REQUEST OF THE TRUST OR AN AFFILIATE OF THE TRUST, INCLUD-
ING BUT NOT LIMITED TO SALARY, BONUS, AND DEFERRED COMPENSATION; AND (B)
ANY BENEFIT HAVING MONETARY VALUE PROVIDED BY OR ON BEHALF OF THE TRUST
OR ANY AFFILIATE OF THE TRUST, INCLUDING BUT NOT LIMITED TO HOUSING OR
VEHICLE ALLOWANCES, LIVING EXPENSES, PERQUISITES, FRINGE BENEFITS,
EMPLOYER CONTRIBUTIONS TO DEFINED CONTRIBUTION RETIREMENT PLANS AND
OTHER RETIREMENT BENEFITS.
(2) NO TRUST SHALL PAY TOTAL COMPENSATION TO ANY EMPLOYEE IN EXCESS OF
THAT WHICH IS FAIR, REASONABLE AND COMMENSURATE WITH SERVICES PROVIDED
TO THE TRUST.
(3) THE TRUSTEES OR A DESIGNATED COMPENSATION COMMITTEE CONSISTING OF
ONE OR MORE INDEPENDENT TRUSTEES OF ANY TRUST THAT IS REQUIRED TO REGIS-
TER WITH THE ATTORNEY GENERAL UNDER ARTICLE SEVEN-A OF THE EXECUTIVE LAW
SHALL REVIEW AND APPROVE THE TOTAL COMPENSATION PAID TO THE PRINCIPAL
EXECUTIVE OFFICER OF THE TRUST, AND DETERMINE THAT SUCH COMPENSATION IS
NOT IN EXCESS OF THAT WHICH IS FAIR, REASONABLE AND COMMENSURATE WITH
SERVICES PROVIDED TO THE TRUST.
(4) IF, IN THE PRIOR FISCAL YEAR, ANY TRUST THAT IS REQUIRED TO REGIS-
TER WITH THE ATTORNEY GENERAL UNDER ARTICLE SEVEN-A OF THE EXECUTIVE LAW
HAD, OR IN THE CURRENT FISCAL YEAR REASONABLY EXPECTS TO HAVE, ANNUAL
REVENUES IN EXCESS OF TWO MILLION DOLLARS, THE TRUSTEES OR DESIGNATED
COMPENSATION COMMITTEE CONSISTING OF ONE OR MORE INDEPENDENT TRUSTEES
SHALL, IN ADDITION TO THOSE DUTIES SET FORTH IN SUBPARAGRAPH THREE OF
THIS PARAGRAPH:
(A) REVIEW THE TOTAL COMPENSATION PAID TO THE TRUST'S TOP FIVE HIGHEST
COMPENSATED EMPLOYEES WHO ARE OFFICERS OR KEY EMPLOYEES AND WHOSE
COMPENSATION EXCEEDS ONE HUNDRED FIFTY THOUSAND DOLLARS, OR SUCH GREATER
AMOUNT AS THE ATTORNEY GENERAL MAY SET BY REGULATION;
(B) DETERMINE THAT THE TOTAL COMPENSATION PAID TO ANY SUCH EMPLOYEE IS
NOT IN EXCESS OF THAT WHICH IS FAIR, REASONABLE AND COMMENSURATE WITH
SERVICES PROVIDED TO THE TRUST. IN MAKING THIS DETERMINATION, THE TRUS-
TEES OR COMPENSATION COMMITTEE SHALL AT A MINIMUM CONSIDER THE FOLLOWING
FACTORS: (I) THE TOTAL COMPENSATION PROVIDED TO THE EMPLOYEE BY THE
A. 7338 5
TRUST AND ALL AFFILIATES OF THE TRUST; (II) RELEVANT DATA ON THE TOTAL
COMPENSATION PAID TO INDIVIDUALS SERVING IN SIMILAR POSITIONS AT TRUSTS
OR CORPORATIONS OF SIMILAR SIZE, TYPE, PURPOSE AND SCOPE; (III) THE
EMPLOYEE'S QUALIFICATIONS AND PERFORMANCE; AND (IV) THE OVERALL FINAN-
CIAL CONDITION OF THE TRUST;
(C) MAKE AND KEEP A CONTEMPORANEOUS WRITTEN RECORD DESCRIBING THE
BASIS FOR SUCH DETERMINATION; AND
(D) APPROVE BY NOT LESS THAN A MAJORITY VOTE THE TOTAL COMPENSATION
PAID TO EACH SUCH EMPLOYEE.
(5) ANY REVIEW AND APPROVAL REQUIRED BY SUBPARAGRAPHS THREE AND FOUR
OF THIS PARAGRAPH SHALL OCCUR WHENEVER THE TERM OF EMPLOYMENT, IF ANY,
OF THE EMPLOYEE IS RENEWED OR EXTENDED, AND WHENEVER SUCH COMPENSATION
IS MATERIALLY CHANGED. IF A TRUST IS UNDER THE CONTROL OF ANOTHER TRUST
OR A CORPORATION, THE TRUSTEES OR COMPENSATION COMMITTEE OF THE CONTROL-
LING TRUST, OR THE BOARD OR DESIGNATED COMPENSATION COMMITTEE OF THE
BOARD OF THE CONTROLLING CORPORATION, MAY PERFORM THE DUTIES REQUIRED BY
THIS PARAGRAPH.
(6) IF A COMPENSATION CONSULTANT IS RETAINED BY THE TRUSTEES OR
COMPENSATION COMMITTEE TO ASSIST IN THE PERFORMANCE OF THEIR RESPONSI-
BILITIES, SUCH CONSULTANT SHALL REPORT DIRECTLY TO THE TRUSTEES OR
COMPENSATION COMMITTEE. THE TRUSTEES OR COMPENSATION COMMITTEE SHALL BE
DIRECTLY RESPONSIBLE FOR THE APPOINTMENT, COMPENSATION AND OVERSIGHT OF
THE WORK OF SUCH CONSULTANT, AND SHALL APPROVE THE COMPENSATION PEER
GROUP THAT THE COMPENSATION CONSULTANT RECOMMENDS BE USED TO DEVELOP
COMPARABLE DATA.
(A) PRIOR TO RETAINING ANY SUCH CONSULTANT, THE TRUSTEES OR COMPEN-
SATION COMMITTEE SHALL DETERMINE THAT THE CONSULTANT IS INDEPENDENT AND
QUALIFIED TO RENDER ADVICE CONCERNING COMPENSATION; PROVIDED THAT NO
CONSULTANT MAY BE DETERMINED INDEPENDENT IF SUCH CONSULTANT OR ANY FIRM
THAT EMPLOYS SUCH CONSULTANT HAS (I) RECEIVED DIRECTLY OR INDIRECTLY ANY
PAYMENT, FEE OR OTHER COMPENSATION FROM THE TRUST OR ANY AFFILIATE OF
THE TRUST WITHIN THE PRECEDING TWO YEARS, OTHER THAN REASONABLE AMOUNTS
PAID FOR COMPENSATION CONSULTING SERVICES, OR (II) ANY BUSINESS OR
PERSONAL RELATIONSHIP WITH THE TRUST OR ANY AFFILIATE OF THE TRUST, OR
ANY OF THEIR OFFICERS, DIRECTORS, TRUSTEES OR EMPLOYEES, THAT MAY INTER-
FERE WITH THE ABILITY OF THE CONSULTANT TO PROVIDE OBJECTIVE ADVICE TO
THE TRUSTEES OR COMPENSATION COMMITTEE.
(B) NOTHING IN THIS SUBPARAGRAPH SHALL BE CONSTRUED TO REQUIRE THE
TRUSTEES OR COMPENSATION COMMITTEE TO IMPLEMENT OR ACT CONSISTENTLY WITH
ANY RECOMMENDATIONS PROVIDED BY THE COMPENSATION CONSULTANT; OR AFFECT
THE ABILITY OR OBLIGATION OF THE TRUSTEES TO EXERCISE THEIR OWN JUDGMENT
IN FULFILLMENT OF THEIR DUTIES TO THE TRUST AND ITS BENEFICIARIES.
(7) ONLY INDEPENDENT TRUSTEES MAY PARTICIPATE IN DELIBERATIONS OR
VOTING RELATING TO MATTERS SET FORTH IN THIS SECTION.
S 4. This act shall take effect January 1, 2014, provided that section
two of this act and paragraph (b) of section 8-1.9 of the estates,
powers and trusts law as added by section three of this act shall not be
applicable until January 1, 2015 for any corporation or trust that had
annual revenues of less than 10,000,000 dollars in the last fiscal year
ending prior to January 1, 2014.