Organizational Chart FLACS I, II, III First Year - Newyorkcharters.org

of the General Municipal Law, those provisions of the General Municipal Law shallcontrol.Section 2. Any Trustee, Officer, key employee, or committee member having an interest in acontract, other transaction or program presented to or discussed by the Board orBoard committee for authorization, approval, or ratification shall make prompt, fulland frank disclosure of his or her interest to the Board or committee prior to itsacting on such contract or transaction. Such disclosure shall include all relevant andmaterial facts known to such person about the contract or transaction that mightreasonable be construed to be adverse to FLACS interest. The body to which suchdisclosure is made shall thereupon determine, by majority vote, whether thedisclosure shows a conflict of interest exists or can reasonably be construed to exist.Section 3. If a conflict is deemed to exist, such person shall not vote on, nor use his or herpersonal influence on, nor be present during discussion or deliberations with respectto, such contract or transaction (other than to present factual information or torespond to questions prior to the discussions). The minutes of the meeting shallreflect the disclosure made, the vote thereon, and, where applicable, the abstentionfrom voting and participation.Section 4. For the purposes of this section, a person shall be deemed to have an "interest" in acontract or other transaction if he or she is the party (or one of the parties)contracting or dealing with FLACS, or is a director, trustee or officer of, or hassignificant financial or influential interest in the entity contracting or dealing withFLACS.Article XIIIndemnification of Corporate Agents and InsuranceSection 1. FLACS may, to the fullest extent now or hereafter permitted by and in accordancewith standards and procedures provided by Sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify Trustees, Officers,and agents of FLACS against judgments, fines, amounts paid in settlement andreasonable expenses, including attorney's fees.Section 2. In accordance with Section 726 of the Not-for-Profit Corporation Law, FLACS shallprescribe and maintain insurance to indemnify Trustees and officers of FLACS, onany terms and conditions set forth in a resolution of the Board.Article XIIISelf-Dealing TransactionsNeither FLACS nor the Board shall engage in any self-dealing transactions, except as approvedby the Board. "Self-Dealing transaction" is a transaction to which FLACS is a party and in whichone or more of the Trustees have material financial interest ("Interest Trustee'').Notwithstanding, the following is not a self-dealing transaction, and is subject to the Board'sgeneral standard of care: A transaction that is part of a public or charitable program of FLACS, ifthe transaction (a) is approved or authorized by the Board in good faith and determined by theBoard to be in the best interest of FLACS and without unjustified favoritism, and (b) results in abenefit to one or more Trustees or their families because they are in a class of persons intendedto be benefited by the program.Response 13(e) - 7