Title NPC, Not-for-Profit Corporation

§ 1208. Penalty for concealing property from receiver. Any persons having possession of property belonging to the corporation, who shall wrongfully withhold such property from the receiver after the day specified in the notice given under section 1207 (Duties of receiver upon app…

§ 1209. Recovery of assets. (a) Whenever a receiver, by verified petition to the supreme court at a special term held in the judicial district in which the receiver was appointed, shall show that he or she has good reason to believe that any person has in his or her possession or…

§ 1210. Order of payment by receiver. (a) Laborers' wages shall be preferred claims and entitled to payment before any other creditors out of the assets of the corporation in excess of valid prior liens or encumbrances. (b) The receiver shall subject to any prior liens or encumbr…

§ 1211. Final distribution by receiver. (a) If there remains property of the corporation after the first distribution, the receiver shall, within one year thereafter, make a final distribution among the creditors entitled thereto. Notice that such distribution will be the final d…

§ 1212. Disposition of moneys retained; surplus; unclaimed distributions. (a) When any action pending at the time of final distribution shall be terminated, the receiver shall apply the moneys retained by the receiver to the payment of the amount recovered, and the receiver's nec…

§ 1213. Omission or default of receiver. Upon notice to the attorney-general and upon such notice to creditors or others interested as the court shall direct, the court may, in the furtherance of justice, relieve a receiver from any omission or default, on such conditions as may …

§ 1214. Application by attorney-general for removal of receiver and to close receivership. (a) Whenever he or she deems it to be to the advantage of the members, creditors or other persons interested in the assets of any corporation for which a receiver has been appointed, the at…

§ 1215. Resignation by receiver; filling any vacancy. (a) A receiver may petition the appointing court for an order to show cause why he or she should not be permitted to resign. (b) The petition shall be accompanied by a verified account of all the assets of the corporation rece…

§ 1216. Final accounting; notice; duty of attorney-general. (a) Within one year after qualifying, the receiver shall apply to the court for a final settlement of his accounts and for an order for distribution, or, upon notice to the attorney-general and to any governmental body o…

§ 1217. Commissions. (a) A receiver shall be entitled, in addition to his necessary expenses, to such commissions upon the sums received and disbursed as may be allowed by the court, as follows: (1) On the first twenty thousand dollars, not exceeding five percent; (2) On the next…

§ 1218. Special provisions relating to actions or special proceedings against foreign corporations. (a) In any action or special proceeding brought against a foreign corporation under this article, the following provisions shall apply: (1) Service of the summons in such action ma…

§ 1301. Authorization of foreign corporations. (a) A foreign corporation shall not conduct activities in this state until it has been authorized to do so as provided in this article. A foreign corporation may be authorized to conduct in this state any activities which may be cond…

§ 1302. Application to existing authorized foreign corporations. Every foreign corporation which on the effective date of this chapter is authorized to conduct activities in this state under a certificate of authority heretofore issued to it by the secretary of state shall contin…

§ 1303. Violations. The attorney-general may bring an action to restrain a foreign corporation from conducting in this state without authority any activities for the conduct of which it is required to be authorized in the state, or from conducting in this state any activities not…

§ 1304. Application for authority; contents. (a) A foreign corporation may apply for authority to conduct activities in this state by filing an application entitled "Application for authority of ........ (name of corporation) under section 1304 of the Not-for-Profit Corporation L…

§ 1305. Application for authority; effect. Upon filing by the department of state of the application for authority the foreign corporation shall be authorized to conduct in this state any activities set forth in the application. Such authority shall continue so long as the corpor…

§ 1306. Powers of authorized foreign corporations. An authorized foreign corporation shall have such powers as are permitted by the laws of the jurisdiction of its incorporation but no greater powers than those of a domestic corporation formed for the purposes set forth in the ap…

§ 1307. Tenure of real property. A foreign corporation may acquire and hold real property in this state in furtherance of its corporate purposes and may convey the same by deed or otherwise in the same manner as a domestic corporation.

§ 1308. Amendments or changes. (a) An authorized foreign corporation may amend or change its application for authority from time to time in any and as many of the following respects as may be desired if the amendments contain only such provisions as might be lawfully contained in…

§ 1309. Certificate of amendment; contents, effect. (a) To accomplish such amendment a certificate, entitled "Certificate of amendment of application for authority of ....... (name of corporation) under section 1309 of the Not-for-Profit Corporation Law," shall be signed and deli…

§ 1310. Certificate of change; contents. (a) In lieu of a certificate of amendment, an authorized foreign corporation, upon compliance with this section, may make any or all of the following changes in its application for authority: (1) To change the location of its office in thi…

§ 1311. Surrender of authority. (a) An authorized foreign corporation desiring to surrender its authority shall deliver to the department of state a certificate entitled "Certificate of surrender of authority of ......... (name of corporation) under section 1311 of the Not-for-Pr…

§ 1312. Termination of existence. When an authorized foreign corporation is dissolved or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation or when such foreign corporation is merged into or consolidated with another foreign c…

§ 1313. Actions or special proceedings by unauthorized foreign corporations. (a) A foreign corporation conducting activities in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to …

§ 1314. Actions or special proceedings by foreign corporations. An action or special proceeding may be maintained by a foreign corporation, in like manner and subject to the same limitations, as an action or special proceeding brought by a domestic corporation, except as otherwis…

§ 1315. Actions or special proceedings against foreign corporations. (a) An action or special proceeding against a foreign corporation may be maintained by a resident of this state or by a domestic corporation of any kind for any cause of action. (b) Except as otherwise provided …

§ 1316. Record of members. (a) Any resident of this state who shall have been a member of record, for at least six months immediately preceding his demand, of a foreign corporation conducting activities in this state, or any resident of this state authorized in writing by at leas…

§ 1317. Voting trust records. (a) A voting trustee, appointed under a voting trust agreement to vote the shares of a foreign corporation conducting activities in this state, who either has an office in this state or has designated a transfer agent within this state, shall produce…

§ 1318. Liabilities of directors and officers of foreign corporations. (a) Except as otherwise provided in this chapter, the directors and officers of a foreign corporation conducting activities in this state are subject, to the same extent as directors and officers of a domestic…

§ 1319. Liability of foreign corporations for failure to disclose required information. A foreign corporation conducting activities in this state shall, in the same manner as a domestic corporation, disclose to its members of record who are residents of this state the information…

§ 1320. Applicability of other provisions. (a) In additions to articles 1 (Short title; definitions; application; certificates; miscellaneous) and 3 (Corporate name and service of process) and the other sections of article 13, the following provisions, to the extent provided ther…

§ 1321. Exemption from certain provisions. (a) Notwithstanding any other provision of this chapter, a foreign corporation conducting activities in this state which is authorized under this article, its directors, officers and members, shall be exempt from the provisions of paragr…

§ 1401. Private and family cemetery corporations. (a) Private cemetery corporation. Seven or more persons may become a private cemetery corporation by setting off for a private cemetery enclosed real property, to the extent of not more than three acres, and by electing at a meeti…

§ 1402. Fire corporations. (a) Certificate of incorporation; additional contents. In addition to the requirements of section 402 (Certificate of incorporation; contents), the certificate of incorporation of a fire corporation shall state the precise boundaries of the territory in…

§ 1403. Corporations for the prevention of cruelty. (a) Prohibition of new corporations in certain counties. (1) A corporation for the prevention of cruelty to animals shall not hereafter be incorporated for the purpose of conducting its operations in the counties of New York, Ki…

§ 1404. Christian associations. (a) Certificate of incorporation; additional contents. In addition to the requirements of section 402, the certificate of incorporation of a Young Men's or a Young Women's Christian Association shall state the qualifications of active membership; a…

§ 1405. Soldiers' monument corporations.\n (a) Property; erection of monuments.\n A corporation formed for the purpose of erecting and maintaining a\nmonument or memorial, including a memorial hall or building to\nperpetuate the memory of persons who served in the armed forces of…

§ 1406. Medical societies. (a) Medical societies heretofore formed. Any medical society now existing in any of the counties of the state set apart prior to or since the passage of the act entitled "An act to incorporate medical societies for the purpose of regulating the practice…

§ 1407. Alumni corporations. (a) Alumni may be incorporated. The alumni of any college or university, or of one or more colleges or schools of any university, may be incorporated by executing and filing a certificate pursuant to article 4 of this chapter. (b) Type of corporation.…

§ 1408. Historical societies. (a) Historical societies may hold property. Any incorporated historical society of this state is hereby authorized to have and hold for the purposes of inclosure, preservation and the erection of monuments, but not for business purposes, the sites of…

§ 1409. Agricultural and horticultural corporations.\n (a) Definition.\n An agricultural or horticultural corporation or society is a\ncorporation formed under or by a general or special law for promoting\nagriculture, horticulture and the mechanic arts.\n (b) Type of corporation…

§ 1410. Boards of trade and chambers of commerce. (a) Definitions. (1) A board of trade is a corporation formed for the purpose of fostering trade and commerce, or the interests of those having a common trade, business, financial or professional interest, to reform abuses relativ…

§ 1411. Local development corporations. (a) Purposes. This section shall provide an additional and alternate method of incorporation or reincorporation of not-for-profit corporations for any of the purposes set forth in this paragraph and shall not be deemed to alter, impair or d…

§ 1412. University faculty practice corporations. (a) Organization. Notwithstanding any other provision of law, one or more individuals who are duly authorized by law to render the same professional service, which shall be the practice of medicine, the practice of dentistry, the …

§ 1501. Declaration of policy. The people of this state have a vital interest in the establishment, maintenance and preservation of public burial grounds and the proper operation of the corporations which own and manage the same. This article is determined an exercise of the poli…

§ 1502. Definitions. As used in this article: (a) The term "cemetery corporation" means any corporation formed under a general or special law for the disposal or burial of deceased human beings, by cremation, natural organic reduction or in a grave, mausoleum, vault, columbarium …

§ 1503. Application. (a) Except as otherwise provided in paragraph (b) of this section, section fifteen hundred five-b, paragraph (c) of section fifteen hundred seven, paragraph (m) of section fifteen hundred ten, and section fifteen hundred eighteen of this article does not appl…

§ 1504. Cemetery board and general administration. (a) A cemetery board is hereby created within the division of cemeteries in the department of state, subject to the following requirements: (1) The members of such board shall be the secretary of state, the attorney general and t…

§ 1505. Special requirements of incorporation. (a) Certificate of incorporation; additional contents. In addition to the requirements of section four hundred two (Certificate of incorporation; contents), the certificate of incorporation of a cemetery corporation shall be filed in…

§ 1505-a. Additional requirements for incorporation of crematories. (a) Approval. A cemetery corporation seeking the approval to operate a crematory must submit for approval by the cemetery board the following: (1) a list of the directors, employees, and certificate holders of th…