Title NPC, Not-for-Profit Corporation

§ 303. Reservation of name.\n (a) A corporate name may be reserved by:\n (1) Any person intending to form a domestic corporation.\n (2) Any domestic corporation intending to change its name.\n (3) Any foreign corporation intending to apply for authority to\nconduct activities in …

§ 304. Statutory designation of secretary of state as agent of domestic\n corporations formed under article four of this chapter and\n authorized foreign corporations for service of process.\n (a) The secretary of state shall be the agent of every domestic\ncorporation formed und…

§ 305. Registered agent for service of process.\n (a) Every domestic corporation or authorized foreign corporation may\ndesignate a registered agent in this state upon whom process against\nsuch corporation may be served. The agent shall be a natural person who\nis a resident of …

§ 306. Service of process.\n (a) Service of process on a registered agent may be made in the manner\nprovided by law for the service of a summons, as if the registered agent\nwas a defendant.\n (b) * Service of process on the secretary of state as agent of a\ndomestic corporation…

§ 306-a. Electronic service of process.\n The secretary shall advise any corporation subject to the laws of this\nchapter in prominent written form as follows: (a) electronic service of\nprocess authorized by the provisions of this chapter is an optional\nprogram at no additional…

§ 307. Service of process on unauthorized foreign corporation.\n (a) In any case in which a non-domiciliary would be subject to the\npersonal or other jurisdiction of the courts of this state under article\nthree of the civil practice law and rules, a foreign corporation not\naut…

§ 308. Records and certificates of department of state.\n The department of state shall keep a record of each process served\nupon the secretary of state under this chapter, including the date of\nservice. It shall, upon request made within ten years of such service,\nissue a cer…

§ 309. Personal jurisdiction and service of process on non-domiciliary\n resident director, officer, key person or agent.\n A person, by becoming a director, officer, key person or agent of a\ncorporation is subject to the personal jurisdiction of the supreme court\nof the state …

§ 401. Incorporators.\n One or more natural persons at least eighteen years of age may act as\nincorporators of a corporation to be formed under this chapter.\n

§ 402. Certificate of incorporation; contents.\n (a) A certificate, entitled "Certificate of Incorporation of\n.................... (name of corporation), under section 402 of the\nNot-for-Profit Corporation Law," shall be signed by each incorporator\nwith his name and address in…

§ 403. Certificate of incorporation; effect.\n Upon the filing of the certificate of incorporation by the department\nof state, the corporate existence shall begin, and such certificate\nshall be conclusive evidence that all conditions precedent have been\nfulfilled and that the …

§ 404. Approvals, notices and consents.\n (a) Every certificate of incorporation which includes among its\npurposes the formation of a trade or business association shall have\nendorsed thereon or annexed thereto the consent of the attorney-general.\n (b) (1) Every certificate of…

§ 405. Organization meeting.\n (a) After the corporate existence has begun, an organization meeting\nof the initial directors, or, if directors are not designated in the\ncertificate of incorporation, of the incorporator or incorporators,\nshall be held within or without this sta…

§ 406. Private foundation, as defined in the United States internal\n revenue code of 1954: provisions included in the certificate of\n incorporation.\n (a) The following provisions are hereby included in the certificate of\nincorporation of every domestic corporation, heretofore…

§ 501. Stock and shares prohibited; membership certificates authorized.\n A corporation shall not have stock or shares or certificates for stock\nor for shares, but may issue non-transferable membership certificates or\ncards to evidence membership, whether or not connected with …

§ 502. Members' capital contributions.\n (a) The certificate of incorporation may provide that members, upon or\nsubsequent to admission, shall make capital contributions in the amount\nspecified therein. The requirement of a capital contribution may apply\nto all members, or to …

§ 503. Capital certificates.\n (a) Each capital certificate shall be signed by the chairman or\nvice-chairman of the board or the president or a vice-president and the\nsecretary or an assistant secretary or the treasurer or an assistant\ntreasurer of the corporation, and may be …

§ 504. Subventions.\n (a) The certificate of incorporation may provide that the corporation\nshall be authorized by resolution of the board to accept subventions\nfrom members or non-members on terms and conditions not inconsistent\nwith this chapter, and to issue certificates th…

§ 505. Subvention certificates.\n (a) Each subvention certificate shall be signed by the chairman or a\nvice-chairman of the board or the president or a vice-president and the\nsecretary or an assistant secretary or the treasurer or an assistant\ntreasurer of the corporation, and…

§ 506. Bonds and security interests.\n (a) No corporation shall issue bonds except for money or other\nproperty, tangible or intangible, or labor or services actually received\nby or performed for the corporation or for its benefit or in its\nformation or reorganization, or a com…

§ 507. Fees, dues and assessments; fines and penalties.\n (a) If authorized by its certificate of incorporation or by-laws and\nsubject to any limitations stated therein a corporation may levy\ninitiation fees, dues and assessments on its members, whether or not\nthey are voting …

§ 508. Income from corporate activities.\n A corporation whose lawful activities involve among other things the\ncharging of fees or prices for its services or products shall have the\nright to receive such income and, in so doing, may make an incidental\nprofit. All such inciden…

§ 509. Purchase, sale, mortgage and lease of real property.\n (a) No corporation shall purchase real property unless such purchase\nis authorized by the vote of a majority of directors of the board or of\na majority of a committee authorized by the board, provided that if such\np…

§ 510. Disposition of all or substantially all assets.\n (a) A sale, lease, exchange or other disposition of all, or\nsubstantially all, the assets of a corporation may be made upon such\nterms and conditions and for such consideration, which may consist in\nwhole or in part of c…

§ 511. Petition for court approval.\n (a) To obtain court approval to sell, lease, exchange or otherwise\ndispose of all or substantially all its assets, a corporation shall\npresent a verified petition to the supreme court of the judicial\ndistrict, or the county court of the co…

§ 511-a. Petition for attorney general approval.\n (a) In lieu of obtaining court approval under section 511 (Petition\nfor court approval) of this article to sell, lease, exchange or\notherwise dispose of all or substantially all of its assets, the\ncorporation may alternatively…

§ 513. Administration of assets received for specific purposes.\n (a) A corporation which is, or would be if formed under this chapter,\na charitable corporation shall hold full ownership rights in any assets\nconsisting of funds or other real or personal property of any kind, th…

§ 514. Delegation of investment management.\n (a) Except as otherwise provided by the applicable gift instrument as\ndefined in section 551 (Definitions), the governing board may delegate\nto its committees, officers or employees of the corporation or the fund\nthe authority to a…

§ 515. Dividends prohibited; certain distributions of cash or property\n authorized.\n (a) A corporation shall not pay dividends or distribute any part of\nits income or profit to its members, directors, or officers.\n (b) A corporation may pay compensation in a reasonable amount…

§ 516. Distributions to members upon termination of membership.\n (a) Except as provided in this chapter or the certificate of\nincorporation or the by-laws, the interest of a member in the property\nof a corporation shall terminate upon the termination of his membership,\nwhethe…

§ 517. Liabilities of members.\n (a) The members of a corporation shall not be personally liable for\nthe debts, liabilities or obligations of the corporation.\n (b) A member shall be liable to the corporation only to the extent of\nany unpaid portion of the initiation fees, memb…

§ 519. Annual report of directors.\n (a) The board shall present at the annual meeting of members a report,\nverified by the president and treasurer or by a majority of the\ndirectors, or certified by an independent public or certified public\naccountant or a firm of such account…

§ 519-a. Annual reports for certain transactions required.\n (a) A condominium created pursuant to the real property law or a\ncooperative housing corporation created pursuant to the business\ncorporation law, shall, at least once each year:\n (1) require that each director, as d…

§ 520. Reports of corporation.\n Each domestic corporation, and each foreign corporation authorized to\nconduct activities in this state, shall from time to time file such\nreports on its activities as may be required by the laws of this state.\nAll registration and reporting req…

§ 521. Liability for failure to disclose required information.\n Failure of the corporation to comply in good faith with the notice or\ndisclosure or reporting provisions of section 501 (Stock and shares\nprohibited; membership certificates authorized), or paragraph (c) of\nsecti…

§ 550. Short title.\n This article may be known and may be cited as the "New York prudent\nmanagement of institutional funds act".\n

§ 551. Definitions.\n As used in this article:\n (a) "Charitable purpose" means the relief of poverty, the advancement\nof education or religion, the promotion of health, the promotion of a\ngovernmental purpose, or any other purpose the achievement of which is\nbeneficial to the…

§ 552. Standard of conduct in managing and investing an institutional\nfund.\n (a) Subject to the intent of a donor expressed in a gift instrument,\nan institution, in managing and investing an institutional fund, shall\nconsider the purposes of the institution and the purposes o…

§ 553. Appropriation for expenditure or accumulation of endowment fund;\nrules of construction.\n (a) Subject to the intent of a donor expressed in the gift instrument,\nan institution may appropriate for expenditure or accumulate so much of\nan endowment fund as the institution …

§ 554. Delegation of management and investment functions.\n (a) Subject to any specific limitation set forth in a gift instrument\nor in law other than this article, an institution may delegate to an\nexternal agent the management and investment of an institutional fund to\nthe e…

§ 555. Release or modification of restrictions on management,\n investment, or purpose.\n (a) If the donor consents in a record, an institution may release or\nmodify, in whole or in part, a restriction contained in a gift\ninstrument on the management, investment, or purpose of …

§ 556. Reviewing compliance.\n Compliance with this article shall be determined in light of the facts\nand circumstances existing at the time a decision is made or action is\ntaken, and not retrospectively.\n

§ 557. Application to existing institutional funds.\n This article shall apply to institutional funds existing on or\nestablished after the effective date of this article. As applied to\ninstitutional funds existing on the effective date of this article, this\narticle shall gover…

§ 558. Relation to Electronic Signatures in Global and National Commerce\nAct.\n This article modifies, limits, and supersedes the Electronic\nSignatures in Global and National Commerce Act, 15 U.S.C. Section 7001\net seq., but does not modify, limit, or supersede Section 101 of …

§ 601. Members.\n (a) A corporation shall have one or more classes of members, or, in\nthe case of a charitable corporation, may have no members, in which case\nany such provision for classes of members or for no members shall be set\nforth in the certificate of incorporation or …

§ 602. By-laws.\n (a) The initial by-laws of a corporation may be adopted by its\nincorporators at the organization meeting and, if not so adopted by the\nincorporators, by its board. Any reference in this chapter to a "by-law\nadopted by the members" includes a by-law adopted by…

§ 603. Meetings of members.\n * (a) Meetings of members may be held at such place, within or without\nthis state, as may be fixed by or under the by-laws or, if not so fixed,\nas determined by the board of directors. For the duration of the state\ndisaster emergency declared by e…

§ 604. Special meeting for election of directors.\n (a) If, for a period of one month after the date fixed by or under the\nby-laws for the annual meeting of members or, if no date has been so\nfixed, for a period of thirteen months after the formation of the\ncorporation or the …

* § 605. Notice of meeting of members.\n (a) Whenever under the provisions of this chapter members are required\nor permitted to take any action at a meeting, written notice shall state\nthe place, date and hour of the meeting, for the duration of the state\ndisaster emergency de…

§ 606. Waivers of notice.\n Notice of meeting need not be given to any member who submits a waiver\nof notice, in person or by proxy, whether before or after the meeting.\nWaiver of notice may be written or electronic. If written, the waiver\nmust be executed by the member or the…