(a) Members of the board of directors of a nursing home company shall be responsible for company assets, liabilities, administration and operations as required by article 28-A of the Public Health Law and the Not-For-Profit Corporation Law.

(b) The certificate of incorporation of a nursing home company shall be in a form designated by the State Commissioner of Health as meeting the requirements of the Not-For-Profit Corporation Law, and the Public Health Law and the Public Health Council.

(c) By-laws of a nursing home company shall contain a requirement that a nursing home company be constructed and operated in accordance with all applicable provisions of the State Hospital Code. The by-laws shall require that meetings of the board of directors be held no less frequently than annually and shall set forth provisions relating to the election of members and officers of the board, the notice requirements for board meetings, the duties and powers of the board, the provisions for amendment or repeal of the by-laws, and a requirement that the board shall make every effort to avoid contracts which may involve a conflict of interest, disclosure being required in writing to the board by any board member having an interest in any contract or proposed contract relating to the development, construction or operation of a company. A nursing home company shall file a copy of the by-laws and any amendments thereto with the State Department of Health.