N.Y. Not-for-Profit Corporation Law 554 – Delegation of management and investment functions
§ 554. Delegation of management and investment functions.
Terms Used In N.Y. Not-for-Profit Corporation Law 554
- Contract: A legal written agreement that becomes binding when signed.
- External agent: means an independent investment advisor, investment counsel or manager, bank, or trust company. See N.Y. Not-for-Profit Corporation Law 551
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
- Institution: means : (1) a person, other than an individual, organized and operated exclusively for charitable purposes; (2) a trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated; or (3) any corporation described in subparagraph five of paragraph (a) of section 102 (Definitions). See N.Y. Not-for-Profit Corporation Law 551
- Institutional fund: means a fund held by an institution. See N.Y. Not-for-Profit Corporation Law 551
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Notice: means information given by an institution as required by this article. See N.Y. Not-for-Profit Corporation Law 551
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or any other legal entity. See N.Y. Not-for-Profit Corporation Law 551
(a) Subject to any specific limitation set forth in a gift instrument or in law other than this article, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances as required by section seven hundred seventeen of this chapter, in:
(1) selecting, continuing or terminating an agent, including assessing the agent's independence including any conflicts of interest such agent has or may have;
(2) establishing the scope and terms of the delegation, including the payment of compensation, consistent with the purposes of the institution and the institutional fund; and
(3) monitoring the agent's performance and compliance with the scope and terms of the delegation.
(b) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care, skill and caution to comply with the scope and terms of the delegation.
(c) An institution that complies with paragraph (a) of this section is not liable for the decisions or actions of an agent to which the function was delegated.
(d) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
(e) Each contract, if any, pursuant to which authority is so delegated shall provide that it may be terminated by the institution at any time, without penalty, upon not more than sixty days notice.
(f) An institution may delegate management and investment functions to its committees, officers, or employees as authorized by the laws of this state other than this article, as set forth in, inter alia, section 514 (Delegation of investment management).
(g) Nothing in this article shall impair the operation of section 717 (Duty of directors and officers).