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Compiled text through Apr 15, 2022Register checked through August 19, 2026/Vol. XLVIII, Issue 33

All 7 displayed sections in this Part carry the same compiled date. Status and warnings stay on each section.

19 NYCRR 144.1 - Background and intent

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

The purpose of this Part is to implement Executive Order No. 38, issued by Governor Andrew Cuomo on January 18, 2012, by exercising the authority of the Secretary of State to issue regulations governing the use of State funds and State-authorized payments in connection with providing program services to members of the public. Executive Order No. 38 provides for a limit on administrative expenses and executive compensation of providers of program services in order to meet the State’s ongoing obligation to ensure the proper use of taxpayer dollars and the most effective provision of such services to the public.

19 NYCRR 144.2 - Legal basis

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

(a)Section 91 of the Executive Law authorizes the Secretary of State to promulgate this Part subject to and in conformity with the provisions of the Constitution and Laws of the State.

(b)Section 508 of the Not-for-Profit Corporation Law provides that a corporation whose lawful activities involve among other things the charging of fees or prices for its services or products shall have the right to receive such income and, in doing so, may make an incidental profit. All such incidental profits shall be applied to the maintenance, expansion or operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.

19 NYCRR 144.3 - Definitions

LawEngine holds a witnessed source copy, but later State Register activity targets this section. Inline text is withheld until the change record and source text are reconciled.

Dates and status

Compiling agency: Department of State
Text status: Source-only entry
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

19 NYCRR 144.4 - Limits on administrative expenses

Later Register activity found — review the notice before relying on the compiled text.

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

(a)Limits on allowable administrative expenses. No less than 75 percent of the covered operating expenses of a covered provider paid for with State funds or State-authorized payments shall be program services expenses rather than administrative expenses. This percentage shall increase by five percent each year until it shall be no less than 85 percent in 2015 and for each year thereafter. In determining whether an expense is a program service expense or an administrative expense, a covered provider may allocate a portion of the expense to each type if such allocation is supported by the nature of the expense. Such allocation may include allocation of portions of an employee’s time and compensation to administrative or program services. Commencing on July 1, 2013, the limits on allowable administrative expenses pursuant to this Part shall be effective and applicable to each covered provider on the first day or each provider’s respective covered reporting period.

(b)Subcontractors and agents of covered providers. The restriction on allowable administrative expenses in subdivision (a) of this section and the reporting requirements in section 144.7 of this Part shall apply to subcontractors and agents of covered providers if and to the extent that such a subcontractor or agent has received State funds or State-authorized payments from the covered provider to provide program or administrative services during the reporting period and would otherwise meet the definition of a covered provider but for the fact that it has received State funds or State-authorized payments from the covered provider rather than directly from a governmental agency. A covered provider shall incorporate into its agreement with such a subcontractor or agent the terms of these regulations by reference to require and facilitate compliance. Upon request, covered providers shall promptly report to the funding or authorizing agency the identity of such subcontractors and agents, along with any other information requested by that agency or by the department or its designee. A covered provider shall not be held responsible for a subcontractor’s or agent’s failure to comply with these regulations.

(c)Covered providers receiving State funds or State-authorized payments from county or local government or from entity contracting on its behalf. The department or its designee, rather than the county or local unit of government or an entity on behalf of such government, shall be responsible for obtaining the necessary reporting from and compliance by such covered providers, and shall issue guidance to affected county and local governments to set forth the procedures by which the department or its designee shall do so.

(d)Covered providers with multiple sources of State funds or State-authorized payments. If a covered provider receives State funds or State-authorized payments from multiple sources, the provider’s compliance with the restriction on allowable administrative expenses in subsection (a) of this section shall be determined based upon the total amount program services expenses and administrative expenses paid for by such funding received from all of such sources. As set forth in section 144.7 of this Part, the covered provider shall report all of such State funds and State-authorized payments, and the expenses paid for by such funding, in the form and at the time specified by the department or its designee.

(e)Other limits on administrative expenses. If the contract, grant, or other agreement is subject to more stringent limits on administrative expenses, whether through law or contract, such limits shall control and shall not be affected by the less stringent limits imposed by these regulations. However, the definition and interpretation of terms in this Part shall not be affected or limited by the definition or interpretation of terms in other regulations or agreements.

19 NYCRR 144.5 - Limits on executive compensation

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

(a)Except if a covered provider has obtained a waiver pursuant to section 144.6 of this Part, a covered provider as defined in this regulation shall not use State funds or State-authorized payments for executive compensation given directly or indirectly to a covered executive in an amount greater than $199,000 per annum, provided, however, that the department shall review this figure annually to determine whether adjustment is necessary based on appropriate factors and subject to the approval of the Director of the Division of the Budget. Commencing on July 1, 2013, the limits on executive compensation pursuant to this Part shall be effective and applicable to each covered provider on the first day of each covered provider’s respective covered reporting period.

(b)Except if a covered provider has obtained a waiver pursuant to section 144.6 of this Part, where a covered provider’s executive compensation given to a covered executive is greater than $199,000 per annum (including not only State funds and State-authorized payments but also any other sources of funding), and either:

(1)greater than the 75th percentile of that compensation provided to comparable executives in other providers of the same size and within the same program service sector and the same or comparable geographic area as established by a compensation survey identified, provided, or recognized by the Department and the Director of the Division of the Budget; or

(2)was not reviewed and approved by the covered provider’s board of directors or equivalent governing body (if such a board or body exists) including at least two independent directors or voting members (or, where a duly authorized compensation committee including at least two independent directors or voting members conducted such review on behalf of the full board, such actions were not reviewed and ratified by such board), or such review did not include an assessment of appropriate comparability data;

then such covered provider shall be subject to the penalties set forth in section 144.8 of this Part. To determine whether a covered provider may be subject to penalties, such provider shall provide, upon request by the department or its designee, contemporaneous documentation in a form and level of detail sufficient to allow such determination to be made.

(c)Program services rendered by covered executives. The limit on executive compensation pursuant to this section shall not be applied to limit reimbursement with State funds or State-authorized payments for reasonable compensation paid to a covered executive for program services, including but not limited to supervisory services performed to facilitate the covered provider’s program services, rendered by the executive outside of his or her managerial or policy-making duties. Documentation of such program services rendered shall be used by the covered provider to determine that percentage, if any, of the covered executive’s compensation that is attributable to program services and that compensation shall not be considered in the calculation of his or her executive compensation. Such documentation shall be maintained and provided to the department or its designee upon request. Clinical and program personnel in a hospital or other entity providing program services, including chairs of departments, heads of service, chief medical officers, directors of nursing, or similar types of personnel fulfilling administrative functions that are nevertheless directly attributable to and comprise program services shall not be considered covered executives for purposes of limiting the use of State funds or State-authorized payments to compensate them.

(d)Covered providers with multiple sources of State funds or State-authorized payments. If a covered provider receives State funds or State-authorized payments from multiple sources, the provider’s compliance with the limits on executive compensation in subdivision (a) shall be determined based upon the total amount of such funding received and the reimbursements received from all sources of State funds or State-authorized payments. As set forth in section 144.7 of this Part, the covered provider shall report all of such State funds and State-authorized payments in the form specified by the department or its designee.

(e)Subcontractors and agents of covered providers. The limits on executive compensation in subdivision (a) and (b) of this section and the reporting requirements in section 144.7 of this Part shall apply to subcontractors and agents of covered providers if and to the extent that such a subcontractor or agent has received State funds or State-authorized payments from the covered provider to provide program or administrative services during the reporting period and would otherwise meet the definition of a covered provider but for the fact that it has received State funds or State-authorized payments from the covered provider rather than directly from a governmental agency. A covered provider shall incorporate into its agreement with such a subcontractor or agent the terms of these regulations by reference to require and facilitate compliance. Upon request, covered providers shall promptly report to the funding or authorizing agency the identity of such subcontractors and agents, along with any other information requested by that agency or by the department or its designee. A covered provider shall not be held responsible for a subcontractor’s or agent’s failure to comply with these regulations.

(f)Covered providers receiving State funds or State-authorized payments from county or local government or from entity contracting on its behalf. The office or its designee, rather than the county or local unit of government or an entity contracting on behalf of such government, shall be responsible for obtaining the necessary reporting from and compliance by such covered providers, and shall issue guidance to affected county and local governments to set forth the procedures by which the office or it designee shall do so.

(g)Other limits on executive compensation. If the contract, grant, or other agreement is subject to more stringent limits on executive compensation, whether through law or contract, such limits shall control and shall not be affected by the less stringent limits imposed by these regulations. However, the definition and interpretation of terms in this Part shall not be affected or limited by the definition or interpretation of terms in other regulations or agreements.

(h)A covered provider’s contract or other agreement with a covered executive agreed to prior to July 1, 2012 shall not be subject to the limits in this section during the term of the contract, except that:

(1)covered providers must apply for a waiver for any contracts or agreements with covered executives for executive compensation that exceeds or otherwise fails to comply with these regulations if such contracts or agreements extend beyond April 1, 2015; and

(2)renewals of such contracts or agreements after the completion of their term must comply with these regulations.

19 NYCRR 144.6 - Waivers

Later Register activity found — review the notice before relying on the compiled text.

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

(a)Waivers for limit on executive compensation. The department or its designee and the Director of the Division of the Budget may grant a waiver to the limits on executive compensation in section 144.5 of this Part for executive compensation for one or more covered executives, or for one or more positions, during the reporting period and, where appropriate, for a longer period upon a showing of good cause. To be considered, an application for such a waiver must comply with this subsection in its entirety.

(1)The application must be filed no later than concurrent with the timely submission of the covered provider’s Executive Order No. 38 disclosure form required pursuant to section 144.7 of this Part for the reporting period for which the waiver is requested. The application shall be transmitted in the manner and form specified by the department or its designee and the Director of the Division of the Budget. The department shall consider untimely waiver applications where a reasonable cause for such delay is shown.

(2)The following factors, in addition to any other deemed relevant by the department or its designee and the Director of the Division of the Budget, shall be considered in the determination of whether to grant a waiver:

(i)the extent to which the executive compensation that is the subject of the waiver is comparable to that given to comparable executives in other providers of the same size and within the same program service sector and the same or comparable geographic area;

(ii)the extent to which the covered provider would be unable to provide the program services reimbursed with State funds or State-authorized payments at the same levels of quality and availability without obtaining reimbursement for executive compensation given to a covered executive in excess of the limits in section 144.5 of this Part;

(iii)the nature, size, and complexity of the covered provider’s operations and the program services provided;

(iv)the provider’s review and approval process for the executive compensation that is the subject of the waiver, including whether such process involved a review and approval by the board of directors or other governing body (if such a board or body exists), whether such review was conducted by at least two independent directors or independent members of the governing body, whether such review included an assessment of comparability data including a compensation survey, and contemporaneous substantiation of the deliberation and decision to approve such executive compensation;

(v)the qualifications and experience possessed by or required for the covered executive(s) or position(s), respectively; and

(vi)the provider’s efforts, if any, to secure executives with the same levels of experience, expertise, and skills for the positions of covered executives at lower levels of compensation.

(3)A waiver to the limits set forth in section 144.5 of this Part shall be granted only where a covered provider has demonstrated good cause supporting such a waiver, and has provided any documentation requested by the department or its designee or the Director of the Division of the Budget to support such a waiver. Unless additional information has been requested but not received from the covered provider, a decision on a timely submitted waiver application shall be provided no later than 60 calendar days after submission of the application.

(4)If granted, a waiver to a covered provider shall remain in effect for the period of time specified by the department or its designee and the Director of the Division of the Budget for the covered executive position(s) at issue, but shall be deemed revoked when:

(i)the executive compensation that is the subject of the waiver increases by more than five percent in any calendar year; or

(ii)upon notice provided at the discretion of the department or its designee as a result of additional relevant circumstances.

(5)Unless already publicly disclosed, information provided by a covered provider to the office in connection with a waiver application regarding the limits on executive compensation shall not be subject to public disclosure under the State’s Freedom of Information Law.

(b)Waivers for limit on reimbursement for administrative expenses. The department or its designee and the Director of the Division of the Budget may grant a waiver to obtain reimbursement for administrative expenses incurred during the reporting period and thereafter in excess of the limit set forth in section 144.4 of this Part upon a showing of good cause. To be considered, an application for such a waiver must comply with this subsection in its entirety.

(1)The application must be filed no later than concurrent with the timely submission of the covered provider’s Executive Order No. 38 disclosure form for the period for which the waiver is requested, as required pursuant to section 144.7 of this Part. The department shall consider untimely waiver applications where a reasonable cause for such delay is shown.

(2)The following factors, in addition to any others deemed relevant by the department or its designee and the Director of the Division of the Budget, shall be considered in the determination of whether to grant a waiver:

(i)the extent to which the administrative expenses that are the subject of the waiver are necessary or avoidable;

(ii)evidence that a failure to reimburse specific administrative expenses that are the subject of the waiver would negatively affect the availability or quality of program services in the covered provider’s geographic area;

(iii)the nature, size, and complexity of the covered provider’s operations and the program services provided;

(iv)the provider’s efforts to monitor and control administrative expenses and to limit requests for reimbursement for such costs; and

(v)the provider’s efforts, if any, to find other sources of funding to support its administrative expenses and the nature and extent of such efforts and funding sources.

(3)A waiver to the limit set forth in section 144.4 of this Part shall be granted only where a covered provider has demonstrated good cause supporting such a waiver, and has provided any documentation requested by the department or its designee or the Director of the Division of the Budget to support such a waiver. Unless additional information has been requested but not received from the covered provider, a decision on a timely submitted waiver application shall be provided no later than 60 calendar days after submission of the application.

(4)If granted, a waiver granted to a covered provider shall remain in effect only for the reporting period, except that the covered provider may request in its waiver application and the department or its designee and the Director of the Division of the Budget may grant an extension of the effective period of such waiver when the waiver is granted.

(5)Unless already publicly disclosed, information provided by a covered provider to the department in connection with a waiver application regarding the limit on administrative expenses shall not be subject to public disclosure under the State’s Freedom of Information Law.

(c)Denial of waiver request.

(1)If the department or its designee or the Director of the Division of the Budget propose to deny a request for waiver made pursuant to section 144.6 of this Part, the applicant shall be given written notice of the proposed denial, stating the reason or reasons for such proposed denial. Such notice shall be sent by certified mail and shall be a final determination to be effective 30 calendar days from the date of the notice, unless reconsideration is requested.

(2)If the department or its designee or the Director of the Division of the Budget provides a notice of proposed denial, the applicant may request consideration of the proposed denial by submitting a written request for reconsideration within 30 calendar days of the date of the notice of proposed denial. Submission of a request for reconsideration within 30 calendar days shall stay any action to deny an applicant’s request for a waiver, pending a decision regarding such request for reconsideration, and shall stay any action to enter into a contract or other agreement. Any vouchers submitted by the applicant for payment by the department during which such reconsideration is pending may be considered incomplete at the department’s discretion.

(3)The written request for reconsideration shall be signed by the owner(s) or chief executive officer of the applicant, and shall include all information the applicant wishes to be considered, including any written documentation that would controvert the reason(s) for the denial or disclose that the denial was based upon a mistake of fact.

(4)If the applicant properly seeks reconsideration of the proposed denial, the department or its designee or the Director of the Division of the Budget shall review the proposed denial and shall issue a written determination after reconsideration. The determination after reconsideration may affirm, revoke, or modify the proposed denial. Such determination shall be a final decision.

19 NYCRR 144.7 - Reporting

Later Register activity found — review the notice before relying on the compiled text.

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

(a)Reporting by covered providers. Beginning after the effective date of this regulation, covered providers shall submit a completed Executive Order No. 38 disclosure form for each reporting period. Such form shall be submitted no later than 180 calendar days following the covered reporting period, unless otherwise authorized. Such form shall be submitted in the manner and form specified by the department or its designee. Covered providers shall further provide the information requested in that form, and any other information requested, upon the request of the department or its designee at any time during the term of or prior to the execution of any contract or agreement with such provider.

(b)Covered providers receiving State funds or State-authorized payments from county or local government or from an entity contracting on behalf of such government must report directly to the department as required by this section. The county or local government shall advise such covered providers of their obligation to report directly to the department under this section, but shall not be responsible for receiving or forwarding such reports to the department.

(c)Failure to report. A covered provider’s failure to submit a completed Executive Order No. 38 disclosure form, or to provide additional or clarifying information at the request of the department or its designee, may result in the termination or non-renewal of a contract or agreement for State funds or State-authorized payments.

19 NYCRR 144.8 - Penalties

LawEngine holds a witnessed source copy, but later State Register activity targets this section. Inline text is withheld until the change record and source text are reconciled.

Dates and status

Compiling agency: Department of State
Text status: Source-only entry
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

19 NYCRR 144.9 - Severability

Later Register activity found — review the notice before relying on the compiled text.

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Dates and status

Compiling agency: Department of State
Text status: Source receipt
Compiled text through: Apr 15, 2022
Register checked through: August 19, 2026/Vol. XLVIII, Issue 33
Activity status: Later Register activity found — review the notice before relying on the compiled text.
Latest notice: DOS-34-23-00011-A · Adopted rule · Dec 6, 2023
Source snapshot: Jun 6, 2026

If any provision of this Part, or any application thereof to any person or circumstance, is found to be invalid, such invalidity shall not affect any other provisions or applications of this Part that may be given effect without the invalid provisions or applications. The provisions of this Part are thus declared to be severable.

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