reglab/housing_qa huggingface dataset:
NY Not for Profit Corp L § 718 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 718 - List of Directors, Officers and Key Persons.

§ 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 demand on a corporation to inspect a current list of its directors, officers and key persons, 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, officers and key persons available, as provided in  paragraph (a) of this section, 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 Not for Profit Corp L § 720 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 720 - Actions Against Directors, Officers and Key Persons.

§ 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 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.  (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 are reasonable grounds for belief 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 (Liabilities of directors in certain cases)  by the attorney general, by the corporation, or, in the right of the corporation, by any of the following:  (1) A director or officer of the corporation.  (2) A receiver, trustee in bankruptcy, or judgment creditor thereof.  (3) Under section 623 (Members' derivative action brought in the right of the corporation to procure a judgment in its favor), by one  or  more of the members thereof.  (4)  If the certificate of incorporation or the by-laws so provide, by any holder of a subvention certificate or any other contributor  to  the corporation of cash or property of the value of $1,000 or more.  (c)  In a corporation having no members, an action may be brought by a director against third parties to obtain a  judgment  in  favor  of  the corporation.  The  complaint  shall  set  forth  with  particularity the efforts of the plaintiff to secure the initiation of such action by  the board  or  the  reason  for  not  making  such efforts. The court in its discretion shall  determine  whether  it  is  in  the  interest  of  the corporation  that  the  action  be  maintained,  and  if  the  action is successful in whole or in part, what reimbursement if any should be made out of the corporate  treasury  to  the  plaintiff  for  his  reasonable expenses  including  attorney's fees, incurred in the prosecution of the action.
NY Not for Profit Corp L § 720-A (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 7 - Directors and Officers 720-A - Liability of Directors, Officers, Trustees and Key Persons.

§ 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 action or proceeding against a trustee brought by  a  beneficiary  of   such  trust,  no  person  serving  without  compensation  as a director,   officer,  key  person  or  trustee  of   a   corporation,   association,   organization  or  trust  described  in section 501 (c) (3) of the United   States internal revenue code shall be liable to any  person  other  than   such corporation, association, organization or trust based solely on his   or  her  conduct  in  the execution of such office unless the conduct of   such director, officer, key person or trustee with respect to the person   asserting liability constituted gross  negligence  or  was  intended  to   cause  the  resulting  harm  to the person asserting such liability. For   purposes of this section,  such  a  director,  officer,  key  person  or   trustee  shall not be considered compensated solely by reason of payment   of his  or  her  actual  expenses  incurred  in  attending  meetings  or   otherwise in the execution of such office.
NY Not for Profit Corp L § 721 (2021)
2021 New York Laws NPC - Not-For-Profit 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, (a) a resolution of members,   (b) a resolution of directors, or (c) 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 Not for Profit Corp L § 723 (2021)
2021 New York Laws NPC - Not-For-Profit 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 members 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 Not for Profit Corp L § 724 (2021)
2021 New York Laws NPC - Not-For-Profit 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  members  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 (Payment of indemnification other than by court award). Application therefor  shall  be  made  on  notice  to  the attorney general and 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 members 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 Not for Profit Corp L § 801 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 8 - Amendments and Changes 801 - Right to Amend Certificate of Incorporation.

§ 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 certificate of incorporation filed at the time of  making such amendment.  (b)  In  particular, and without limitation upon such general power of amendment, a corporation may amend  its  certificate  of  incorporation, from time to time, so as:  (1) To change its corporate name.  (2) To enlarge, limit or otherwise change its corporate purposes.  (3)  To  strike out, change or add any provision not inconsistent with this chapter or any  other  statute  relating  to  the  affairs  of  the corporation,  its  rights  or  powers  or  the  rights  or powers of its members, directors or officers,  including  any  provision  required  or permitted to be set forth in the by-laws.  (4)  To  extend its duration, or revive its existence if it has ceased to exist because  of  the  expiration  of  its  period  of  duration.  A corporation may not however reduce its corporate duration.  (5) To specify, change or revoke the voting rights of its directors or members or of any class of members.  (6)   To  specify  or  change  the  location  of  the  office  of  the corporation.  (7) To specify  or  change  the  post  office  address  to  which  the secretary  of  state  shall  mail  a  copy  of  any  process against the corporation served upon him.  (8) To make, revoke or change the designation of a  registered  agent, or to specify or change the address of its registered agent.  (9)  To  authorize the issuance of capital certificates and to fix the face value and terms of such certificates and the rights and  privileges of  their  holders  and  the  manner  in  which  the  terms,  rights and privileges may be amended  and  to  confer  upon  the  holders  of  such certificates the right to vote in the election of directors and upon any other matters as may be set forth.   * (10)  To  specify,  change  or delete the email address to which the secretary of state  shall  email  a  notice  that  process  against  the corporation has been electronically served upon him or her.   * NB Effective January 1, 2023  (c)  A  corporation  created  by special act may accomplish any or all amendments permitted in this article, in the manner and subject  to  the conditions provided in this article.
NY Not for Profit Corp L § 802 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 8 - Amendments and Changes 802 - Authorization of Amendment or Change, Class Vote.

§ 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 (Vote of members).  (2)  If  there  are  no members entitled to vote thereon, by vote of a majority of the entire board.  (b) Notwithstanding any provision in the certificate of  incorporation or  by-laws, members of a class shall be entitled to vote and to vote as a class upon the authorization of an amendment and, in addition  to  the authorization  of  the  amendment  required  by  paragraph  (a) (1), the amendment shall be authorized by majority vote of  the  members  of  the class, when the proposed amendment would exclude or limit their right to vote  on any matter except as such right may be limited by voting rights given to members of an existing class or of a new class.  (c) Any one or more of the following changes may be authorized  by  or pursuant to authorization of the board:  (1)   To  specify  or  change  the  location  of  the  office  of  the corporation.  (2) To specify  or  change  the  post  office  address  to  which  the secretary  of  state  shall  mail  a  copy  of  any  process against the corporation served upon him.  (3) To make, revoke or change the designation of a  registered  agent, or to specify or change the address of its registered agent.   * (4)  To  specify,  change  or  delete the email address to which the secretary of state shall email a notice of the fact that process against the corporation has been electronically served upon him or her.   * NB Effective January 1, 2023  (d) This section shall not alter the vote  required  under  any  other section  for  the authorization of an amendment referred to therein, nor alter the authority of the board to authorize amendments under any other section.
NY Not for Profit Corp L § 803 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 8 - Amendments and Changes 803 - Certificate of Amendment; Contents.

§ 803. Certificate of amendment; contents.  (a)  To  accomplish any amendment, a certificate of amendment entitled "Certificate  of  amendment  of  the  certificate  of  incorporation  of ............................  (name of corporation) under section 803 of the Not-for-Profit Corporation Law" shall be signed and delivered to the department of state. It shall set forth:  (1) The name of the corporation and, if it has been changed, the  name under which it was formed.  (2)  The  date  its  certificate  of  incorporation  was  filed by the department of state and the law under which it was formed.  (3) That the corporation is a corporation as defined  in  subparagraph (a) (5) of section 102 (Definitions).  (4)  Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation  which  is  to  be amended  or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.  (5)  The  manner  in  which  the  amendment  of  the  certificate   of incorporation was authorized.   * (6)  A  designation  of  the  secretary  of  state  as  agent of the corporation upon whom process against it may  be  served  and  the  post office  address  within  or without this state to which the secretary of state shall mail a copy of  any  process  against  it  served  upon  the secretary.   * NB Effective until January 1, 2023   * (6)  A  designation  of  the  secretary  of  state  as  agent of the corporation upon whom process against it may  be  served  and  the  post office  address  within  or without this state to which the secretary of state shall mail a copy of  any  process  against  it  served  upon  the secretary.  The  corporation  may  include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her.   * NB Effective January 1, 2023  (b) Any number of  amendments  or  changes  may  be  included  in  one certificate  under  this  section. Such certificate may also include any amendments or changes permitted by other sections and in that  case  the certificate  shall  set  forth  any additional statement required by any other section specifying the contents of a certificate  to  effect  such amendment or change.
NY Not for Profit Corp L § 901 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 9 - Merger or Consolidation 901 - Power of Merger or Consolidation.

§ 901. Power of merger or consolidation.  (a)  Two  or  more  domestic  corporations  may,  as  provided in this chapter:  (1) Merge into  a  single  corporation  which  shall  be  one  of  the constituent corporations; or  (2)  Consolidate  into  a  single  corporation  which  shall  be a new corporation to be formed pursuant to the consolidation.  (b) Whenever used in this article:  (1)  "Merger"  means  a  procedure  of  the  character  described   in subparagraph (a) (1).  (2)  "Consolidation"  means  a procedure of the character described in subparagraph (a) (2).  (3) "Constituent corporation" means an existing  corporation  that  is participating  in  the  merger  or  consolidation with one or more other corporations.  (4) "Surviving corporation" means  the  constituent  corporation  into which one or more other constituent corporations are merged.  (5)  "Consolidated corporation" means the new corporation in which two or more constituent corporations are consolidated.
NY Not for Profit Corp L § 902 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 9 - Merger or Consolidation 902 - Plan of Merger or Consolidation.

§ 902. Plan of merger or consolidation.  (a) The board of each corporation proposing to participate in a merger or  consolidation  under  section 901 (Power of merger or consolidation) shall adopt, by a vote of two-thirds of the  directors  present  at  the time  of  the vote, if a quorum is present at that time, or by a vote of the number of directors required under the certificate of incorporation, by-laws, this chapter and any other applicable law, a plan of merger  or consolidation, setting forth:  (1) The name of each constituent corporation and if the name of any of them  has been changed, the name under which it was formed, and the name of the surviving corporation, or the name or the method  of  determining it, of the consolidated corporation.  (2)   As  to  each  constituent  corporation,  a  description  of  the membership  and  holders  of   any   certificates   evidencing   capital contributions  or  subventions,  including their number, classification, and voting rights, if any.  (3) The terms and conditions of the proposed merger or  consolidation, including  the  manner  and  basis  of  converting  membership  or other interest in  each  constituent  corporation  into  membership  or  other interest  in  the  surviving or consolidated corporation, or the cash or other consideration to be paid or delivered in exchange  for  membership or  other  interest  in  each  constituent corporation, or a combination thereof.  (4) In case of merger, a statement of any amendments or changes in the certificate of incorporation of the surviving corporation to be effected by such merger; in case of consolidation, all statements required to  be included  in  a  certificate  of  incorporation for a corporation formed under this chapter, except statements as to facts not available  at  the time the plan of consolidation is adopted by the board.  (5)  In case of a merger or consolidation under section 906 (Merger or consolidation of domestic and foreign corporations), a statement of  any agreements required by subparagraph (2) (D) of paragraph (d) thereof.
NY Not for Profit Corp L § 903 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 9 - Merger or Consolidation 903 - Approval of Plan.

§ 903. Approval of plan.  (a)  The  board  of  each constituent corporation, upon approving such plan of merger or consolidation shall submit such plan to a vote of  the members in accordance with the following:  (1)  Notice  of  meeting  shall be given to each member whether or not entitled to vote. A copy of the plan of merger or  consolidation  or  an outline  of  the  material  features  of  the  plan shall accompany such notice.  (2) The plan of merger or consolidation shall be approved at a meeting of the members by two-thirds  vote  as  provided  in  paragraph  (c)  of section 613 (Vote of members).  (3)  If  any  merging  or  consolidating  corporation  has  no members entitled to vote thereon, a plan of merger  or  consolidation  shall  be deemed  approved by the members of the corporation when it is adopted by the board of such corporation pursuant to section 902 (Plan of merger or consolidation).  (b) Notwithstanding authorization as  provided  herein,  at  any  time prior  to  the filing of the certificate of merger or consolidation, the plan of merger or consolidation may be abandoned pursuant to a provision for such abandonment, if  any,  contained  in  the  plan  of  merger  or consolidation.