N.Y. Comp. Codes R. & Regs. tit. 10, § 1003.7 – Governing body.

(a) The governing body shall be responsible for the oversight and strategic direction of the ACO, holding those responsible for management of the ACO accountable for the ACO’s activities as described in this Part.
(b) The governing body must have a transparent governing process which shall include, but not be limited to:
1. (1) holding periodic meetings at least twice each calendar year, of the governing body to conduct the business of the ACO;
2. (2) making available the schedule of governing body meetings and issuing prior notice of meetings to members of the governing body; and
3. (3) consideration of input from ACO participants or their designated representatives in the composition and control of the ACO’s governing body.
(c) The ACO governing body shall include at least one representative or designee from each of the following groups:
1. (1) recipients of Medicaid or child health plus;
2. (2) persons with other health coverage; and
3. (3) persons who do not have health coverage. Such persons shall have no conflict of interest with the ACO and no immediate family member shall have a conflict of interest with the ACO.
(d) At least 75 percent control of the ACO's governing body shall be held by ACO participants and in addition to otherwise required representatives set forth above, an ACO shall use its best efforts to include a representative from each FQHC that serves the population to be served by the ACO.
(e) Members of the ACO governing body shall have a fiduciary relationship with the ACO and shall be subject to conflict of interest rules adopted by the ACO and in regulations of the commissioner. The conflict of interest policy must:
1. (1) require each member of the governing body to disclose relevant financial interests;
2. (2) provide a procedure to determine whether a conflict of interest exists and set forth a process to address any conflicts that arise; and
3. (3) the conflict of interest policy must include remedial action for members of the governing body that fail to comply with the policy.
(f) The governing body members may serve on the governing board of an ACO participant provided there is no conflict of interest.
(g) If the ACO is composed of an existing entity, the ACO governing body may be the same as the governing body of that existing entity, provided it satisfies the other requirements of this section.