Title NPC, Not-for-Profit Corporation

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

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

§ 305. Registered agent for service of process. (a) Every domestic corporation or authorized foreign corporation may designate a registered agent in this state upon whom process against such corporation may be served. The agent shall be a natural person who is a resident of or ha…

§ 306. Service of process. (a) Service of process on a registered agent may be made in the manner provided by law for the service of a summons, as if the registered agent was a defendant. (b) * Service of process on the secretary of state as agent of a domestic corporation formed…

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

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

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

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

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

§ 402. Certificate of incorporation; contents. (a) A certificate, entitled "Certificate of Incorporation of .................... (name of corporation), under section 402 of the Not-for-Profit Corporation Law," shall be signed by each incorporator with his name and address include…

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

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

§ 405. Organization meeting. (a) After the corporate existence has begun, an organization meeting of the initial directors, or, if directors are not designated in the certificate of incorporation, of the incorporator or incorporators, shall be held within or without this state, f…

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

§ 501. Stock and shares prohibited; membership certificates authorized. A corporation shall not have stock or shares or certificates for stock or for shares, but may issue non-transferable membership certificates or cards to evidence membership, whether or not connected with any …

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

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

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

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

§ 506. Bonds and security interests. (a) No corporation shall issue bonds except for money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combinat…

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

§ 508. Income from corporate activities. 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 so doing, may make an incidental profit. All such incidental p…

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

§ 510. Disposition of all or substantially all assets. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash o…

§ 511. Petition for court approval. (a) To obtain court approval to sell, lease, exchange or otherwise dispose of all or substantially all its assets, a corporation shall present a verified petition to the supreme court of the judicial district, or the county court of the county,…

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

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

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

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

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

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

§ 519. Annual report of directors. (a) The board shall present at the annual meeting of members a report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants …

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

§ 520. Reports of corporation. Each domestic corporation, and each foreign corporation authorized to conduct activities in this state, shall from time to time file such reports on its activities as may be required by the laws of this state. All registration and reporting requirem…

§ 521. Liability for failure to disclose required information. Failure of the corporation to comply in good faith with the notice or disclosure or reporting provisions of section 501 (Stock and shares prohibited; membership certificates authorized), or paragraph (c) of section 50…

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

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

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

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

§ 554. Delegation of management and investment functions. (a) Subject to any specific limitation set forth in a gift instrument or in law other than this article, an institution may delegate to an external agent the management and investment of an institutional fund to the extent…

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

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

§ 557. Application to existing institutional funds. This article shall apply to institutional funds existing on or established after the effective date of this article. As applied to institutional funds existing on the effective date of this article, this article shall govern onl…

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

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

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

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

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

* § 605. Notice of meeting of members. (a) Whenever under the provisions of this chapter members are required or permitted to take any action at a meeting, written notice shall state the place, date and hour of the meeting, for the duration of the state disaster emergency declare…

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