New York State Camp Directors Association (NYSCDA) Membership Meeting
January 10, 2019
Speaker: Lauren M. Levine
Garfunkel Wild Partner Lauren M. Levine presented a seminar entitled “Sexual Harassment in the Workplace and the New Laws” at the New York State Camp Directors Association (NYSCDA) Membership Meeting on January 10, 2019.
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In the closing hours of the New York State Legislature (2018), there were two changes enacted to the New York Not-for-Profit Corporation Law. The analysis below provides an overview of the new legislation.
- CHAPTER 411 of the laws of 2018 amended paragraph (a) of section 601 of the Not-for-Profit Corporation Law (NPCL) to provide that no corporation shall have a membership comprised of fewer than three (3) persons (except a corporation that has no members) and further provides that such a corporation may have a corporation, joint-stock association, unincorporated association or partnership as a sole member.
Comment: As many not-for-profit corporations have corporate members (a typical hospital/health system relationship), this change would not affect these corporations unless the “Parent” entity is owned or controlled by no fewer than three (3) persons. In most cases the “Parent” does not have individual members, so the new change will have no impact. If, however, the “Parent” does have individual members, then there must be at least three (3) persons.
- SECTION 712-a of the Not-for-Profit Corporation Law was also amended to provide that members of the audit committee of the corporation (comprised of independent directors) may also serve on the audit committee of a controlling corporation.
Comment: Thus, for example, a hospital’s audit committee is comprised of individuals who also sit on the audit committee of a “parent” organization (such as a health system or another health care institution). Such dual participation is permitted. The individual serving on both audit committees must, however, be “independent” (meaning not an employee of or otherwise receiving compensation from the corporation).
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Should you have any questions regarding the above, please contact the Garfunkel Wild attorney with whom you regularly work.
In response to cybersecurity risks facing health care entities, the Department of Health and Human Services (DHHS), posted on December 28, 2018, “Health Industry Cybersecurity Practices: Managing and Protecting Patients.” This four-volume publication provides actionable and practical guidance on cost-effective methods that health care organizations at various size and resource levels can use to reduce cybersecurity risks. It is the culmination of a two-year collaboration between DHHS and health industry and cybersecurity experts to develop voluntary guidelines aimed at reducing cybersecurity risks and ensuring the security and safety of patients.
DHHS’s publication is available at https://www.phe.gov/Preparedness/planning/405d/Pages/hic-practices.aspx. DHHS intends to regularly update this publication in order to keep the information on threats faced by the health care industry current and relevant.
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Should you have any questions regarding these recommendations, please contact a member of our Health Care Information and Technology Practice Group or the Garfunkel Wild attorney with whom you regularly work.
Karen L. Rodgers, Partner in the Finance and Real Estate Group, was featured in the New York Real Estate Journal’s Spotlights section “Year in Review”. The feature highlights Ms. Rodgers’s most notable deal of the year: The acquisition closing of portfolios consisting of 24 skilled nursing facilities spanning 7 states in excess of $270 million dollars. All financed in a bridge to HUD format with a multitude of unique zoning, subdivision and title/survey issues.
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It’s that time of year again – below are some recommendations for your annual estate planning tune-up.
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- 2019 exemptions increase to $11,400,000 for Federal gift and estate taxes, $5,740,000 for New York estate tax, and $3,600,000 for Connecticut gift and estate tax (New Jersey has no gift or estate tax but does have an inheritance tax for transfers to beneficiaries other than a spouse or descendant).
- The Federal and estate exemption is “portable”: any unused Federal exemption is added to your surviving spouse’s exemption. The New York and Connecticut state estate tax and the Federal generation-skipping tax exemptions are not portable: use them or lose them. The most common way to avoid losing these exemptions is to have a trust in your estate plan that takes advantage of them.
Should you have any questions regarding these recommendations, please contact a member of our Personal Services and Estate Planning Practice Group or the Garfunkel Wild attorney with whom you regularly work.