Title NPC, Not-for-Profit Corporation

§ 1001. Plan of dissolution and distribution of assets.\n (a) The board shall adopt a plan for the dissolution of the\ncorporation and the distribution of its assets. Such plan shall\nimplement any provision in the certificate of incorporation prescribing\nthe distributive rights…

§ 1002. Authorization of plan.\n (a) Upon adopting a plan of dissolution and distribution of assets,\nthe board shall submit it to a vote of the members, if any, and such\nplan shall be approved at a meeting of members by two-thirds vote as\nprovided in paragraph (c) of section 6…

§ 1002-a. Carrying out the plan of dissolution and distribution of\n assets.\n Prior to filing the certificate of dissolution with the department of\nstate, a corporation, as applicable, shall:\n (a) Carry out the plan of dissolution and distribution of assets, pay\nits liabiliti…

§ 1003. Certificate of dissolution; contents; approval.\n (a) After the plan of dissolution and distribution of assets has been\nadopted, authorized, approved and carried out pursuant to the terms of\nthe plan within the time period set forth pursuant to section 1002-a\n(Carrying…

§ 1004. Certificate of dissolution; filing; effect.\n (a) The department of state shall not file a certificate of\ndissolution unless the consent of the state department of taxation and\nfinance to the dissolution is attached thereto. Upon filing the\ncertificate, the corporation…

§ 1006. Corporate action and survival of remedies after dissolution.\n (a) After dissolution, a corporation shall not commence any new\nactivities. A dissolved corporation, its directors, officers and members\nmay continue to function for the purpose of winding up the affairs of\…

§ 1007. Notice to creditors by corporations intending to dissolve;\n filing or barring claims.\n (a) At any time after the plan of dissolution and distribution of\nassets shall have been (1) authorized as provided in section 1002 of\nthis article (Authorization of plan), (2) appr…

§ 1008. Jurisdiction of supreme court to supervise dissolution and\n liquidation.\n (a) At any time after the filing of a certificate of dissolution under\nthis article, the supreme court in the judicial district where the\noffice of the corporation was located at the date of its…

§ 1009. Applicability to dissolution under other provisions.\n The provisions of paragraphs (c), (d) and (e) of section 1002-a of\nthis article (Carrying out the plan of dissolution and distribution of\nassets), sections 1006 (Corporate action and survival of remedies after\ndiss…

§ 101. Short title.\n This chapter shall be known as the "Not-for-Profit Corporation Law"\nand may be cited as "N-PCL".\n

§ 1010. Revocation of voluntary dissolution proceedings.\n (a) At any time prior to the filing of a certificate of dissolution\nby the department of state, a corporation may revoke the action taken to\ndissolve the corporation in the following manner:\n (1) If there are members e…

§ 1012. Certificate of annulment of dissolution and reinstatement of\n corporate existence.\n (a) Any corporation dissolved under former section 57 of the\nmembership corporations law may, at any time after the effective date of\nthis chapter, deliver to the department of state a…

§ 1013. Dissolution of certain firemen's benevolent associations.\n (a) An incorporated firemen's benevolent association created by act of\nthe legislature may dissolve in accordance with the provisions of this\narticle.\n (b) Any such corporation authorized to have paid to it fo…

§ 1014. Dissolution of domestic corporations by proclamation.\n Every corporation incorporated pursuant to this chapter, other than a\ncorporation incorporated pursuant to article 15 (Public cemetery\ncorporations), and registered or required to be registered pursuant to\narticle…

§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Bonds" includes secured and unsecured bonds, debentures, and\nnotes.\n (2) "By-laws" means the code or codes of rules adopted for the\nregulation or management of the affai…

§ 103. Application.\n (a) Except as otherwise provided in this section, this chapter applies\nto every domestic corporation as herein defined, and to every foreign\ncorporation as herein defined which is authorized to conduct or which\nconducts any activities in this state. This …

§ 104. Certificates; requirements, signing, filing, effectiveness.\n (a) Every certificate or other instrument relating to a domestic or\nforeign corporation which is delivered to the department of state for\nfiling under this chapter, other than a certificate of existence under\…

§ 104-A. Fees.\n Except as otherwise provided, the department of state shall collect\nthe following fees pursuant to this chapter:\n (b) For the reservation of a corporate name pursuant to section three\nhundred three of this chapter, ten dollars.\n (c) For the resignation of a r…

§ 105. Certificates; corrections.\n (a) Corrections prior to filing by department of state. Any\ncertificate or other instrument relating to a domestic or foreign\ncorporation submitted to the department of state under this chapter may\nbe corrected with respect to any typographi…

§ 106. Certificates as evidence.\n (a) Any certificate or other instrument filed by the department of\nstate relating to a domestic or foreign corporation and containing\nstatements of fact required or permitted by law to be contained therein,\nshall be received in all courts, pu…

§ 107. Corporate seal as evidence.\n The presence of the corporate seal on a written instrument purporting\nto be executed by authority of a domestic or foreign corporation shall\nbe prima facie evidence that the instrument was so executed.\n

§ 108. When notice or lapse of time unnecessary; notices dispensed with\n when delivery is prohibited.\n (a) Whenever, under this chapter or the certificate of incorporation\nor by-laws of any corporation or by the terms of any agreement or\ninstrument, a corporation or the board…

§ 109. Reservation of power.\n The legislature reserves the right, at pleasure, to alter, amend,\nsuspend or repeal in whole or in part this chapter, or any certificate\nof incorporation or any authority to do business in this state, of any\ndomestic or foreign corporation, wheth…

§ 110. Effect of invalidity of part of chapter; severability.\n If any provision of this chapter or application thereof to any person\nor circumstances is held invalid, such invalidity shall not affect other\nprovisions or applications of this chapter which can be given effect\nw…

§ 1101. Attorney-general's action for judicial dissolution.\n (a) The attorney-general may bring an action for the dissolution of a\ncorporation upon one or more of the following grounds:\n (1) That the corporation procured its formation through fraudulent\nmisrepresentation or c…

§ 1102. Judicial dissolution; petition by directors or members; petition\n in case of deadlock among directors or members.\n (a) A petition for the judicial dissolution of a corporation may be\npresented:\n (1) By a majority of the directors then in office, or by the members,\nor…

§ 1103. Contents of petition for judicial dissolution.\n A petition for dissolution shall specify the section, and the\nsubparagraph or subparagraphs thereof, under which it is authorized and\nstate the reasons why the corporation should be dissolved. It shall be\nverified by the…

§ 1104. Order to show cause; issuance; publication, service, filing.\n (a) Upon the presentation of such a petition, the court shall make an\norder requiring the corporation and all persons interested in the\ncorporation to show cause before it, or before a referee designated in\…

§ 1105. Amending papers.\n At any stage, before final order, the court may grant an order\namending the petition or any other paper filed in the action or special\nproceeding, with like effect as though originally filed as amended, or\notherwise as the court may direct.\n

§ 1106. Referee.\n If a referee was not designated in the order to show cause, the court,\nin its discretion, may appoint a referee when or after the order is\nreturnable. The court may at any time appoint a successor referee.\n

§ 1107. Hearing and decision.\n At the time and place specified in the order to show cause, or at any\nother time and place to which the hearing is adjourned, the court or the\nreferee shall hear the allegations and proofs of the parties and\ndetermine the facts. The decision of …

§ 1108. Application for final order.\n When the hearing is before a referee, a motion for a final order must\nbe made to the court upon notice to each party to the action or special\nproceeding who has appeared therein. The notice of motion may be served\nas prescribed for the se…

§ 1109. Judgment or final order of dissolution.\n (a) In an action or special proceeding under this article if, in the\ncourt's discretion, it shall appear that the corporation should be\ndissolved, it shall make a judgment or final order dissolving the\ncorporation.\n (b) In mak…

§ 111. References.\n Unless otherwise stated, all references in this chapter to articles or\nsections refer to the articles or sections of this chapter, and all\nreferences in any section of this chapter to a lettered or numbered\nparagraph or subparagraph refer to the paragraph …

§ 1110. Venue.\n An action or special proceeding under this article shall be brought in\nthe supreme court in the judicial district in which the office of the\ncorporation is located at the time of the service on the corporation of\na summons in such action or of the presentation…

§ 1111. Preservation of assets; appointment of receiver.\n At any stage of an action or special proceeding under this article,\nthe court may, in its discretion, make all such orders as it may deem\nproper in connection with preserving the property and carrying on the\nbusiness o…

§ 1112. Certain sales, transfers, security interests and judgments void.\n A sale, mortgage, conveyance or other transfer of, or the creation of\na security interest in any property of a corporation made, without prior\napproval of the court, after service upon the corporation of…

§ 1113. Injunction.\n (a) At any stage of an action or special proceeding under this\narticle, the court may, in its discretion, grant an injunction,\neffective during the pendency of the action or special proceeding or\nsuch shorter period as it may specify in the injunction, fo…

§ 1114. Discontinuance of action or special proceeding.\n An action or special proceeding for the dissolution of a corporation\nmay be discontinued at any stage when it is established that the cause\nfor dissolution did not exist or no longer exists. In such event, the\ncourt sha…

§ 1115. Applicability of other provisions.\n (a) Subject to the provisions of this article, the provisions of\nsections 1006 (Corporate action and survival of remedies after\ndissolution), 1007 (Notice to creditors; filing or barring claims) and\n1008 (Jurisdiction of supreme cou…

§ 112. Actions or special proceedings by attorney-general.\n (a) The attorney-general may maintain an action or special proceeding:\n (1) To annul the corporate existence or dissolve a corporation that\nhas acted beyond its capacity or power or to restrain it from carrying\non un…

§ 114. Visitation of supreme court.\n Charitable corporations, whether formed under general or special laws,\nwith their books and vouchers, shall be subject to the visitation and\ninspection of a justice of the supreme court, or of any person appointed\nby the court for that pur…

§ 115. Power to solicit contributions for charitable purposes.\n (a) No corporation required to obtain approval or provide notice of\nformation pursuant to section 404 (Approvals, notices and consents) of\nthis chapter may solicit contributions for any purpose requiring such\napp…

§ 1201. Action by judgment creditor for sequestration.\n Where final judgment for a sum of money has been rendered against a\ncorporation, and an execution issued thereupon to the sheriff of the\ncounty where the corporation conducts its activities, or where its\noffice is locate…

§ 1202. Appointment of receiver of property of a domestic or foreign\n corporation.\n (a) A receiver of the property of a corporation can be appointed only\nby the court, and in one of the following cases:\n (1) An action or special proceeding brought under article 10\n(Non-judic…

§ 1203. Temporary and permanent receiver.\n (a) At any stage before final judgment or final order in an action or\nspecial proceeding brought under this article, the court may appoint one\nor more receivers of the property of the corporation or of the property\nin this state of a…

§ 1204. Oath and security.\n A receiver, before entering upon his or her duties, shall: (a) Take\nand subscribe an oath that he or she will faithfully, honestly and\nimpartially discharge the trust committed to him or her, and the oath\nshall be filed with the clerk of the court …

§ 1205. Designation of depositories by court.\n All orders appointing a receiver of a corporation shall designate\ntherein one or more places of deposit, wherein all funds of the\ncorporation not needed for immediate disbursement shall be deposited and\nno other deposits and no i…

§ 1206. Powers of permanent receiver.\n (a) A permanent receiver, upon qualifying under section 1204 (Oath and\nsecurity), shall be vested with title to all the property of the\ncorporation wherever situated or of the property in this state of a\nforeign corporation against which…

§ 1207. Duties of receiver upon appointment.\n (a) Upon appointment and qualification, a receiver shall have the\nfollowing duties:\n (1) To give immediate notice of his or her appointment by publication\nonce a week for two successive weeks in two newspapers of general\ncirculat…