Title NPC, Not-for-Profit Corporation

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

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

§ 609. Proxies. (a) Except as otherwise provided in the certificate of incorporation or the by-laws: (1) Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. (2) N…

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

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

§ 612. Limitations on right to vote. The certificate of incorporation or the by-laws may provide, either absolutely or contingently, that the members of any class shall not be entitled to vote, or it may limit or define the matters on, and the circumstances in, which a member or …

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

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

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

§ 616. Voting by class of members. (a) The certificate of incorporation or the by-laws may contain provisions specifying that any class or classes of members shall vote as a class in connection with the transaction of any business or of any specified item of business at a meeting…

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

§ 618. Power of supreme court respecting elections. Upon the petition of any member aggrieved by an election and upon notice to the persons declared elected thereat, the corporation and such other persons as the court may direct, the supreme court at a special term held within th…

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

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

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

§ 622. Infant members. (a) If the certificate of incorporation or the by-laws provide that a member shall be of full age: (1) A corporation may treat an infant who holds a membership certificate or card or capital certificate or a bond of such corporation as having capacity to re…

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

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

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

§ 702. Number of directors. (a) The number of directors constituting the entire board shall be not less than three. Subject to such limitation, such number may be fixed by the by-laws or by action of the members or of the board under the specific provisions of a by-law allowing s…

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

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

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

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

§ 707. Quorum of directors. Unless a greater proportion is required by this chapter or by the certificate of incorporation or by a by-law adopted by the members, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of b…

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

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

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

§ 711. Notice of meetings of the board. (a) Unless otherwise provided by the by-laws, regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the by-laws or the board. Special meetings of the board shall be held upon notice to …

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

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

§ 713. Officers. (a) The board may elect or appoint a chair or president, or both, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, or as may be provided in the by-laws. These officers may be designated by such alternate title…

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

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

§ 715-a. Conflict of interest policy. (a) Except as provided in paragraph (d) of this section, the board shall adopt, and oversee the implementation of, and compliance with, a conflict of interest policy to ensure that its directors, officers and key persons act in the corporatio…

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

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

§ 717. Duty of directors, officers and key persons. (a) Directors, officers and key persons shall discharge the duties of their respective positions in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The fac…

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

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

§ 720. Actions against directors, officers and key persons. (a) An action may be brought against one or more directors, officers, or key persons of a corporation to procure a judgment for the following relief: (1) To compel the defendant to account for his official conduct in the…

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

§ 721. Nonexclusivity of statutory provisions for indemnification of directors and officers. The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which a director or officer seeking …

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

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

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

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

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

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

§ 802. Authorization of amendment or change, class vote. (a) Amendment or change of the certificate of incorporation shall be authorized: (1) If there are members entitled to vote thereon, by majority vote of such members at a meeting as provided in paragraph (c) of section 613 (…