Title NPC, Not-for-Profit Corporation

§ 607. List or record of members at meetings.\n A list or record of members entitled to vote, certified by the\ncorporate officer responsible for its preparation or by a transfer\nagent, shall be produced at any meeting of members upon the request\ntherefor of any member who has …

§ 608. Quorum at meeting of members.\n (a) Members entitled to cast a majority of the total number of votes\nentitled to be cast thereat shall constitute a quorum at a meeting of\nmembers for the transaction of any business, provided that when a\nspecified item of business is req…

§ 609. Proxies.\n (a) Except as otherwise provided in the certificate of incorporation\nor the by-laws:\n (1) Every member entitled to vote at a meeting of members or to\nexpress consent or dissent without a meeting may authorize another\nperson or persons to act for him by proxy…

§ 610. Selection of inspectors at meetings of members; duties.\n (a) If the by-laws require inspectors at any meeting of members, such\nrequirement is waived unless compliance therewith is requested by a\nmember present in person or by proxy and entitled to vote at such\nmeeting.…

§ 611. Qualification of voters; fixing record date to determine\n eligibility to vote; voting entitlement.\n (a) The by-laws may provide or, in the absence of such provision, the\nboard may fix, in advance, a date as the record date for the purpose of\ndetermining the members ent…

§ 612. Limitations on right to vote.\n The certificate of incorporation or the by-laws may provide, either\nabsolutely or contingently, that the members of any class shall not be\nentitled to vote, or it may limit or define the matters on, and the\ncircumstances in, which a membe…

§ 613. Vote of members.\n (a) Except as otherwise required by this chapter or by the certificate\nof incorporation or the by-laws as permitted by this chapter, directors\nshall be elected by a plurality of the votes cast at a meeting of\nmembers by the members entitled to vote in…

§ 614. Action by members without a meeting.\n (a) Whenever, under this chapter, members are required or permitted to\ntake any action by vote, such action may be taken without a meeting upon\nthe consent of all of the members entitled to vote thereon, which\nconsent shall set for…

§ 615. Greater requirement as to quorum and vote of members.\n (a) The certificate of incorporation or a by-law adopted by the\nmembers may contain provisions specifying either or both of the\nfollowing:\n (1) That the proportion of members, or of a class thereof, who shall\nbe p…

§ 616. Voting by class of members.\n (a) The certificate of incorporation or the by-laws may contain\nprovisions specifying that any class or classes of members shall vote as\na class in connection with the transaction of any business or of any\nspecified item of business at a me…

§ 617. Cumulative voting.\n The certificate of incorporation or the by-laws of any corporation may\nprovide that in all elections of directors of such corporation each\nmember shall be entitled to as many votes as shall equal the number of\nvotes which, except for such provisions…

§ 618. Power of supreme court respecting elections.\n Upon the petition of any member aggrieved by an election and upon\nnotice to the persons declared elected thereat, the corporation and such\nother persons as the court may direct, the supreme court at a special\nterm held with…

§ 619. Agreements by members as to voting.\n An agreement between two or more members, if in writing and signed by\nthe parties thereto, may provide that in exercising their voting rights\nas members they shall vote as therein provided, or as they may agree, or\nas determined in …

§ 620. Preemptive rights.\n There shall be no preemptive rights in relation to membership\ncertificates or cards, capital certificates, subvention certificates, or\nbonds. In the case of bonds having lawful voting rights, this section\nshall not invalidate otherwise valid contrac…

§ 621. Books and records; right of inspection; prima facie evidence.\n (a) Except as otherwise provided herein, every corporation shall keep,\nat the office of the corporation, correct and complete books and records\nof account and minutes of the proceedings of its members, board…

§ 622. Infant members.\n (a) If the certificate of incorporation or the by-laws provide that a\nmember shall be of full age:\n (1) A corporation may treat an infant who holds a membership\ncertificate or card or capital certificate or a bond of such corporation\nas having capacit…

§ 623. Members' derivative action brought in the right of the\n corporation to procure a judgment in its favor.\n (a) An action may be brought in the right of a domestic or foreign\ncorporation to procure a judgment in its favor by five percent or more\nof any class of members or…

§ 624. Notification to tenants.\n Upon the adoption, amendment or repeal of the by-laws by the board of\ndirectors pursuant to paragraph (g) of section 602 (By-laws), where such\nchange would have a direct effect on the resident's occupancy or the\nrules of the building, the boar…

§ 701. Board of directors.\n (a) Except as otherwise provided in the certificate of incorporation,\na corporation shall be managed by its board of directors. Each director\nshall be at least eighteen years of age; provided, however, that a\nmember of the board of directors of any…

§ 702. Number of directors.\n (a) The number of directors constituting the entire board shall be not\nless than three. Subject to such limitation, such number may be fixed by\nthe by-laws or by action of the members or of the board under the\nspecific provisions of a by-law allow…

§ 703. Election and term of office of directors; alternates.\n (a) A corporation may provide in its certificate of incorporation or\nby-laws for directors to be elected or appointed at large, or by special\ndistricts or membership sections, or by virtue of their office or former\…

§ 704. Classification of directors.\n (a) The certificate of incorporation or a by-law may provide that\ndirectors elected or appointed at large shall be divided into either\ntwo, three, four or five classes for the purpose of staggering their\nterms of office and that all or som…

§ 705. Newly created directorships and vacancies.\n (a) Newly created directorships resulting from an increase in the\nnumber of directors elected or appointed at large, and vacancies among\nsuch directors for any reason, may be filled by vote of a majority of\nthe directors then…

§ 706. Removal of directors.\n (a) Except as limited in paragraph (c), any or all of the directors\nmay be removed for cause by vote of the members, or by vote of the\ndirectors provided there is a quorum of not less than a majority present\nat the meeting of directors at which s…

§ 707. Quorum of directors.\n Unless a greater proportion is required by this chapter or by the\ncertificate of incorporation or by a by-law adopted by the members, a\nmajority of the entire board shall constitute a quorum for the\ntransaction of business or of any specified item…

§ 708. Action by the board.\n (a) Except as otherwise provided in this chapter, any reference in\nthis chapter to corporate action to be taken by the board shall mean\nsuch action at a meeting of the board.\n (b) Unless otherwise restricted by the certificate of incorporation or\…

§ 709. Greater requirement as to quorum and vote of directors.\n (a) The certificate of incorporation or a by-law adopted by the\nmembers may contain provisions specifying either or both of the\nfollowing:\n (1) That the proportion of directors that shall constitute a quorum\nfor…

§ 710. Place and time of meetings of the board.\n (a) Meetings of the board, annual, regular or special, may be held at\nany place within or without this state, unless otherwise provided by the\ncertificate of incorporation or the by-laws.\n (b) The time and place for holding ann…

§ 711. Notice of meetings of the board.\n (a) Unless otherwise provided by the by-laws, regular meetings of the\nboard may be held without notice if the time and place of such meetings\nare fixed by the by-laws or the board. Special meetings of the board\nshall be held upon notic…

§ 712. Executive committee and other committees.\n (a) The certificate of incorporation, the by-laws, or the board may\ncreate committees of the board, each consisting of three or more\ndirectors. The board shall appoint the members of such committee of the\nboard, except that in…

§ 712-a. Audit oversight.\n (a) The board, or a designated audit committee of the board comprised\nsolely of independent directors, of any corporation required to file an\nindependent certified public accountant's audit report with the attorney\ngeneral pursuant to subdivision on…

§ 713. Officers.\n (a) The board may elect or appoint a chair or president, or both, one\nor more vice-presidents, a secretary and a treasurer, and such other\nofficers as it may determine, or as may be provided in the by-laws.\nThese officers may be designated by such alternate …

§ 714. Removal of officers.\n (a) Any officer elected or appointed by the board may be removed by\nthe board with or without cause. An officer elected by the members or a\nclass of members may be removed, with or without cause, only by the vote\nof the members or such class of me…

§ 715. Related party transactions.\n (a) No corporation shall enter into any related party transaction\nunless the transaction is determined by the board, or an authorized\ncommittee thereof, to be fair, reasonable and in the corporation's best\ninterest at the time of such deter…

§ 715-a. Conflict of interest policy.\n (a) Except as provided in paragraph (d) of this section, the board\nshall adopt, and oversee the implementation of, and compliance with, a\nconflict of interest policy to ensure that its directors, officers and\nkey persons act in the corpo…

§ 715-b. Whistleblower policy.\n (a) Except as provided in paragraph (c) of this section, the board of\nevery corporation that has twenty or more employees and in the prior\nfiscal year had annual revenue in excess of one million dollars shall\nadopt, and oversee the implementati…

§ 716. Loans to directors, officers and key persons.\n No loans, other than through the purchase of bonds, debentures, or\nsimilar obligations of the type customarily sold in public offerings, or\nthrough ordinary deposit of funds in a bank, shall be made by a\ncorporation to its…

§ 717. Duty of directors, officers and key persons.\n (a) Directors, officers and key persons shall discharge the duties of\ntheir respective positions in good faith and with the care an ordinarily\nprudent person in a like position would exercise under similar\ncircumstances. Th…

§ 718. List of directors, officers and key persons.\n (a) If a member or creditor of a corporation, in person or by his\nattorney or agent, or a representative of the district attorney or of\nthe secretary of state, the attorney general, or other state official,\nmakes a written …

§ 719. Liability of directors in certain cases.\n (a) Directors of a corporation who vote for or concur in any of the\nfollowing corporate actions shall be jointly and severally liable to the\ncorporation for the benefit of its creditors or members or the ultimate\nbeneficiaries …

§ 720. Actions against directors, officers and key persons.\n (a) An action may be brought against one or more directors, officers,\nor key persons of a corporation to procure a judgment for the following\nrelief:\n (1) To compel the defendant to account for his official conduct …

§ 720-a. Liability of directors, officers, trustees and key persons.\n Except as provided in sections seven hundred nineteen and seven\nhundred twenty of this chapter, and except any action or proceeding\nbrought by the attorney general or, in the case of a charitable trust,\nan …

§ 721. Nonexclusivity of statutory provisions for indemnification of\n directors and officers.\n The indemnification and advancement of expenses granted pursuant to,\nor provided by, this article shall not be deemed exclusive of any other\nrights to which a director or officer se…

§ 722. Authorization for indemnification of directors and officers.\n (a) A corporation may indemnify any person, made, or threatened to be\nmade, a party to an action or proceeding other than one by or in the\nright of the corporation to procure a judgment in its favor, whether\…

§ 723. Payment of indemnification other than by court award.\n (a) A person who has been successful, on the merits or otherwise, in\nthe defense of a civil or criminal action or proceeding of the character\ndescribed in section 722 shall be entitled to indemnification as\nauthori…

§ 724. Indemnification of directors and officers by a court.\n (a) Notwithstanding the failure of a corporation to provide\nindemnification, and despite any contrary resolution of the board or of\nthe members in the specific case under section 723 (Payment of\nindemnification oth…

§ 725. Other provisions affecting indemnification of directors and\n officers.\n (a) All expenses incurred in defending a civil or criminal action or\nproceeding which are advanced by the corporation under paragraph (c) of\nsection 723 (Payment of indemnification other than by co…

§ 726. Insurance for indemnification of directors and officers.\n (a) Subject to paragraph (b), a corporation shall have power to\npurchase and maintain insurance:\n (1) To indemnify the corporation for any obligation which it incurs as\na result of the indemnification of directo…

§ 801. Right to amend certificate of incorporation.\n (a) A corporation may amend its certificate of incorporation, from\ntime to time, in any and as many respects as may be desired, if such\namendment contains only such provisions as might be lawfully contained\nin an original c…

§ 802. Authorization of amendment or change, class vote.\n (a) Amendment or change of the certificate of incorporation shall be\nauthorized:\n (1) If there are members entitled to vote thereon, by majority vote of\nsuch members at a meeting as provided in paragraph (c) of section…