Legal Question in Business Law in New York

Re: non for profit incorporation

First, you may be confusing an agreement to idenmify the directors and offices of your corporation with an indemnity agreement. If so, yes you should add language to the effect that the corporation will indemnify the D&O's, etc. if that is what you want to do. You can check the NY Corp. statute for the appropriate language or consult a lawyer about this. We would be glad to assist you. Second, inserting a covenant not to sue into your certicate of incorpration will not provide you with any benefit, and certainly will not prevent anyone from suing the corporation. I am not even sure that you can insert such a clause. Perhaps you had something else in mind. Please do not hesiated to contact us if you have any questions about this or any other matter at [email protected]

Re: non for profit incorporation

An Indemnity Agreement and Covenent Not to Sue is NOT automatically included under NY law. It is not something that you usually find in the Articles of Incorporation; it would go into the bylaws of the organization if you AND YOUR ATTORNEY (with whom you should certainly be consulting and accepting counsel from) want it there at an organizational level like that. I encourage my clients to put such agreements into individual contracts rather than bind the organization with them.

THE INFORMATION PRESENTED HERE IS GENERAL IN NATURE AND IS NOT INTENDED, NOR SHOULD IT BE CONSTRUED, AS LEGAL ADVICE. FOR SPECIFIC ADVICE ABOUT YOUR PARTICULAR SITUATION, CONSULT YOUR ATTORNEY.