reglab/housing_qa huggingface dataset:
NY Bus Corp L § 713 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 713 - Interested Directors.

§ 713. Interested directors.  (a) No  contract or other transaction between a corporation and one or more  of  its  directors,  or  between  a  corporation  and  any   other corporation,  firm,  association or other entity in which one or more of its directors are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone  or  by reason  alone that such director or directors are present at the meeting of the board, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purpose:  (1) If the material facts as  to  such  director's  interest  in  such contract  or  transaction  and  as  to  any  such  common  directorship, officership or financial interest are disclosed in good faith  or  known to  the  board  or  committee,  and the board or committee approves such contract or transaction by a vote sufficient for  such  purpose  without counting  the  vote  of such interested director or, if the votes of the disinterested directors are insufficient to constitute  an  act  of  the board as defined in section 708 (Action by the board), by unanimous vote of the disinterested directors; or  (2) If  the  material  facts  as  to  such director's interest in such contract  or  transaction  and  as  to  any  such  common  directorship, officership  or  financial interest are disclosed in good faith or known to the shareholders entitled to  vote  thereon,  and  such  contract  or transaction is approved by vote of such shareholders.  (b)  If  a contract or other transaction between a corporation and one or more of its  directors,  or  between  a  corporation  and  any  other corporation,  firm,  association or other entity in which one or more of its directors are directors or officers, or have a substantial financial interest,  is  not  approved  in  accordance  with  paragraph  (a),  the corporation  may  avoid  the contract or transaction unless the party or parties thereto shall  establish  affirmatively  that  the  contract  or transaction was fair and reasonable as to the corporation at the time it was approved by the board, a committee or the shareholders.  (c) Common  or  interested directors may be counted in determining the presence of a quorum at a meeting of the board or of a  committee  which approves such contract or transaction.  (d) The   certificate   of   incorporation   may   contain  additional restrictions on contracts or transactions between a corporation and  its directors and may provide that contracts or transactions in violation of such restrictions shall be void or voidable by the corporation.  (e) Unless  otherwise  provided in the certificate of incorporation or the by-laws, the board shall have authority to fix the  compensation  of directors for services in any capacity.
NY Bus Corp L § 714 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 714 - Loans to Directors.

§ 714. Loans to directors.  (a) A corporation may not lend money to or guarantee the obligation of a director of the corporation unless:  (1)  the particular loan or guarantee is approved by the shareholders, with the holders of a majority of the votes of the  shares  entitled  to vote  thereon  constituting  a  quorum,  but  shares  held  of record or beneficially by directors who are benefitted by such loan  or  guarantee shall  not be entitled to vote or to be included in the determination of a quorum; or  (2) with respect to any corporation in existence on the effective date of this subparagraph (2)  the  certificate  of  incorporation  of  which expressly provides such and with respect to any corporation incorporated after  the effective date of this subparagraph (2), the board determines that the loan or guarantee benefits the corporation and either  approves the  specific  loan or guarantee or a general plan authorizing loans and guarantees.  (b) The fact that a loan or guarantee is made  in  violation  of  this section does not affect the borrower's liability on the loan.
NY Bus Corp L § 715 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 715 - Officers.

§ 715. Officers.  (a) The   board  may  elect  or  appoint  a  president,  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.  (b) The certificate of incorporation may provide that all officers  or that  specified officers shall be elected by the shareholders instead of by the board.  (c) Unless otherwise provided in the certificate of  incorporation  or the  by-laws,  all officers shall be elected or appointed to hold office until the meeting of the board following  the  next  annual  meeting  of shareholders  or,  in  the case of officers elected by the shareholders, until the next annual meeting of shareholders.  (d) Each officer shall hold office  for  the  term  for  which  he  is elected  or  appointed,  and  until  his  successor  has been elected or appointed and qualified.  (e) Any two or more offices may be held by the same person.  When  all of  the  issued and outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices.  (f) The board may  require  any  officer  to  give  security  for  the faithful performance of his duties.  (g) All  officers as between themselves and the corporation shall have such authority  and  perform  such  duties  in  the  management  of  the corporation  as  may be provided in the by-laws or, to the extent not so provided, by the board.  (h) An officer shall perform his duties as an officer  in  good  faith and  with  that  degree  of care which an ordinarily prudent person in a like position would use under similar circumstances. In  performing  his duties,  an  officer shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:  (1) one or more other officers or employees of the corporation  or  of any  other  corporation  of  which  at  least  fifty  percentum  of  the outstanding shares of stock entitling the holders thereof  to  vote  for the  election  of  directors  is  owned  directly  or  indirectly by the corporation, whom the officer believes to be reliable and  competent  in the matters presented, or  (2) counsel,  public  accountants or other persons as to matters which the officer believes to be within such person's professional  or  expert competence,  so  long  as in so relying he shall be acting in good faith and with such degree of care, but he  shall  not  be  considered  to  be acting  in  good  faith  if  he  has  knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who so performs his duties shall have no liability by  reason  of  being  or having been an officer of the corporation.
NY Bus Corp L § 716 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 716 - Removal of Officers.

§ 716. 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  shareholders may be removed, with or without cause, only by vote of the shareholders, but his authority to act as an officer may be suspended by the board for cause.  (b) The removal of an officer without cause shall be without prejudice to  his  contract  rights,  if  any.  The  election or appointment of an officer shall not of itself create contract rights.  (c) An action to procure a judgment removing an officer for cause  may be brought by the attorney-general or by ten percent of the votes of the outstanding  shares,  whether or not entitled to vote. The court may bar from re-election or reappointment any officer so removed  for  a  period fixed by the court.
NY Bus Corp L § 718 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 718 - List of Directors and Officers.

§ 718. List of directors and officers.  (a) If a shareholder 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 demand on a corporation to inspect a current list of its  directors  and officers,  the corporation shall, within two business days after receipt of the demand and for a period of one week  thereafter,  make  the  list available for such inspection at its office during usual business hours.  (b)  Upon  refusal  by  the  corporation to make a current list of its directors and officers available, as  provided  in  paragraph  (a),  the person making a demand for such list may apply, ex parte, to the supreme court  at  a  special  term  held within the judicial district where the office of  the  corporation  is  located  for  an  order  directing  the corporation  to make such list available. The court may grant such order or take such other action as it may deem just and proper.
NY Bus Corp L § 720 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 720 - Action Against Directors and Officers for Misconduct.

§ 720. Action against directors and officers for misconduct.  (a) An action may be brought against one or more directors or officers of a corporation to procure a judgment for the following relief:  (1) Subject  to  any  provision  of  the  certificate of incorporation authorized pursuant to paragraph (b)  of  section  402,  to  compel  the defendant to account for his official conduct in the following cases:  (A) The  neglect  of, or failure to perform, or other violation of his duties in the management and disposition of corporate  assets  committed to his charge.  (B) The  acquisition  by himself, transfer to others, loss or waste of corporate assets due to any neglect of, or failure to perform, or  other violation of his duties.  (C)  In  the  case  of  directors or officers of a benefit corporation organized under article seventeen of this chapter: (i)  the  failure  to pursue  the  general  public benefit purpose of a benefit corporation or any  specific  public  benefit  set  forth   in   its   certificate   of incorporation;  (ii)  the failure by a benefit corporation to deliver or post an annual report as required by section seventeen hundred eight  of article  seventeen  of this chapter; or (iii) the neglect of, or failure to perform, or other violation of his  or  her  duties  or  standard  of conduct under article seventeen of this chapter.  (2) To  set  aside  an  unlawful conveyance, assignment or transfer of corporate assets, where the transferee knew of its unlawfulness.  (3) To enjoin a proposed unlawful conveyance, assignment  or  transfer of  corporate assets, where there is sufficient evidence that it will be made.  (b) An action may be brought for the relief provided in this  section, and  in  paragraph (a) of section 719 (Liability of directors in certain cases) by a corporation, or a receiver, trustee in bankruptcy,  officer, director   or   judgment   creditor   thereof,  or,  under  section  626 (Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor),  by  a  shareholder,  voting  trust certificate  holder,  or  the  owner  of a beneficial interest in shares thereof.  (c) This section shall not affect any liability otherwise  imposed  by law upon any director or officer.
NY Bus Corp L § 721 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

§ 721. Nonexclusivity  of  statutory  provisions  for indemnification ofdirectors 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  indemnification  or   advancement  of  expenses  may  be  entitled,  whether  contained in the   certificate of incorporation or the by-laws or, when authorized by  such   certificate   of   incorporation   or   by-laws,  (i)  a  resolution  of   shareholders, (ii) a resolution of  directors,  or  (iii)  an  agreement   providing for such indemnification, provided that no indemnification may   be  made  to  or  on  behalf of any director or officer if a judgment or   other final adjudication adverse to the director or officer  establishes   that  his  acts were committed in bad faith or were the result of active   and deliberate dishonesty and were material to the cause  of  action  so   adjudicated,  or that he personally gained in fact a financial profit or   other advantage to which he was not legally entitled. Nothing  contained   in  this  article  shall  affect  any rights to indemnification to which   corporate personnel other than directors and officers may be entitled by   contract or otherwise under law.
NY Bus Corp L § 723 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 723 - Payment of Indemnification Other Than by Court Award.

§ 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 in such section.  (b) Except  as  provided  in  paragraph (a), any indemnification under section 722 or otherwise permitted by section 721, unless ordered  by  a court  under section 724 (Indemnification of directors and officers by a court), shall be made by the corporation,  only  if  authorized  in  the specific case:  (1) By  the  board  acting by a quorum consisting of directors who are not parties to such  action  or  proceeding  upon  a  finding  that  the director or officer has met the standard of conduct set forth in section 722 or established pursuant to section 721, as the case may be, or,  (2) If  a  quorum under subparagraph (1) is not obtainable or, even if obtainable, a quorum of disinterested directors so directs;  (A) By the board upon the opinion  in  writing  of  independent  legal counsel  that indemnification is proper in the circumstances because the applicable standard of conduct set forth in such sections has  been  met by such director or officer, or  (B) By  the  shareholders  upon a finding that the director or officer has met the applicable standard of conduct set forth in such sections.  (c) Expenses incurred in defending  a  civil  or  criminal  action  or proceeding  may  be  paid  by  the  corporation  in advance of the final disposition of such action or proceeding upon receipt of an  undertaking by or on behalf of such director or officer to repay such amount as, and to the extent, required by paragraph (a) of section 725.
NY Bus Corp L § 724 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 724 - Indemnification of Directors and Officers by a Court.

§ 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  shareholders  in  the  specific  case under section 723 (Payment of indemnification other than by court  award),  indemnification  shall  be awarded   by  a  court  to  the  extent  authorized  under  section  722 (Authorization for  indemnification  of  directors  and  officers),  and paragraph (a) of section 723. Application therefor may be made, in every case, either:  (1)  In  the  civil  action  or  proceeding in which the expenses were incurred or other amounts were paid, or  (2) To the supreme court in a separate proceeding, in which  case  the application  shall set forth the disposition of any previous application made to any court for the same or similar  relief  and  also  reasonable cause  for the failure to make application for such relief in the action or proceeding in which the expenses were incurred or other amounts  were paid.  (b)  The  application  shall be made in such manner and form as may be required by the applicable rules of court or, in the absence thereof, by direction of a court to which it is made. Such application shall be upon notice to the corporation. The court may  also  direct  that  notice  be given  at  the  expense  of the corporation to the shareholders and such other persons as it may designate in such manner as it may require.  (c) Where indemnification is sought by judicial action, the court  may allow  a  person  such  reasonable  expenses, including attorneys' fees, during the pendency of the litigation as  are  necessary  in  connection with his defense therein, if the court shall find that the defendant has by  his  pleadings or during the course of the litigation raised genuine issues of fact or law.
NY Bus Corp L § 726 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 726 - Insurance for Indemnification of Directors and Officers.

§ 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  officers  under  the provisions of this article, and  (2) To indemnify directors and officers in instances in which they may be  indemnified by the corporation under the provisions of this article, and  (3) To indemnify directors and officers in instances in which they may not otherwise be indemnified by the corporation under the provisions  of this  article provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the  superintendent  of financial services, for a retention amount and for co-insurance.  (b) No  insurance  under  paragraph  (a)  may provide for any payment, other than cost of defense, to or on behalf of any director or officer:  (1) if a judgment or other final adjudication adverse to  the  insured director  or  officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or  that he  personally  gained  in fact a financial profit or other advantage to which he was not legally entitled, or  (2) in relation to any risk the insurance of which is prohibited under the insurance law of this state.  (c) Insurance under any or all subparagraphs of paragraph (a)  may  be included in a single contract or supplement thereto. Retrospective rated contracts are prohibited.  (d) The corporation shall, within the time and to the persons provided in   paragraph   (c)   of   section   725  (Other  provisions  affecting indemnification of directors or officers), mail a statement  in  respect of  any  insurance  it  has  purchased  or  renewed  under this section, specifying the insurance carrier, date of  the  contract,  cost  of  the insurance,  corporate  positions insured, and a statement explaining all sums, not previously reported in a statement to shareholders, paid under any indemnification insurance contract.  (e) This section is the public policy of this state to spread the risk of corporate management, notwithstanding any other  general  or  special law  of  this  state  or of any other jurisdiction including the federal government.
NY Bus Corp L § 727 (2021)
2021 New York Laws BSC - Business Corporation Article 7 - Directors and Officers 727 - Annual Reports for Certain Transactions Required.

§ 727. Annual reports for certain transactions required.  (a)  A  condominium  created  pursuant  to  the real property law or a cooperative housing corporation created pursuant to this chapter, shall, at least once each year:  (1) require that each  director,  as  defined  in  paragraph  five  of subdivision  (a)  of  section one hundred two of this chapter, receive a copy of section seven hundred thirteen of this chapter; and  (2) submit an annual report to the shareholders, which shall be signed by each such director, containing information  on  any  contracts  made, entered  into, or otherwise voted on by the board of directors where one or more of the directors was an interested director, pursuant to section seven hundred thirteen of this chapter.  (b) The annual report required by  subdivision  (a)  of  this  section shall include, but not be limited to, the following:  (1)  a  list  of  all  contracts  voted  on by the board of directors, including information on the contract recipient,  contract  amount,  and the purpose of entering into the contract;  (2)  the  record of each meeting including director attendance, voting records for contracts, and how each director voted  on  such  contracts; and  (3)  the date of each vote on each contract, and the date the contract would be and remain valid.  (c) If the annual report required by subdivision (a) of  this  section would,  notwithstanding  the  requirements  of  this section, contain no information because of the absence of any actions  taken  by  the  board that  would  otherwise qualify for inclusion in such annual report, then the board shall instead submit to the shareholders a document, signed by each director, indicating: "No actions taken by the board  were  subject to  the  annual  report required pursuant to section 727 of the Business Corporation Law".
NY Bus Corp L § 802 (2021)
2021 New York Laws BSC - Business Corporation Article 8 - Amendments and Changes 802 - Reduction of Stated Capital by Amendment.

§ 802. Reduction of stated capital by amendment.  (a) A corporation may reduce its stated capital by an amendment of its certificate   of   incorporation  under  section  801  (Right  to  amend certificate of incorporation) which:  (1) Reduces the par value of any issued shares with par value.  (2) Changes issued shares under subparagraph (b) (11) of  section  801 that results in a reduction of stated capital.  (3) Removes  from  authorized  shares,  shares  that have been issued, reacquired and cancelled by the corporation.  (b) This section shall not prevent a  corporation  from  reducing  its stated capital in any other manner permitted by this chapter.