reglab/statecodes huggingface dataset:
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 511-A - Petition for Attorney General Approval.

§ 511-a. Petition for attorney general approval.
(a)  In  lieu  of obtaining court approval under section 511 (Petition
for court  approval)  of  this  article  to  sell,  lease,  exchange  or
otherwise  dispose  of  all  or  substantially  all  of  its assets, the
corporation may alternatively seek approval of the attorney  general  by
verified  petition,  except  in  the  following  circumstances:  (1) the
corporation is insolvent, or would become insolvent as a result  of  the
transaction,  and  must  proceed  on  notice  to  creditors  pursuant to
paragraph (c) of section 511  of  this  article;  or  (2)  the  attorney
general,  in his or her discretion, concludes that a court should review
the petition and make a determination thereon.
(b) The verified petition to the attorney general shall set forth  (1)
all of the information required to be included in a verified petition to
obtain  court  approval  pursuant  to  subparagraphs one through nine of
paragraph (a) of section 511 of this article; (2) a statement  that  the
corporation  is  not insolvent and will not become insolvent as a result
of the transaction; and (3) a statement as to whether any  persons  have
raised,  or  have  a  reasonable basis to raise, objections to the sale,
lease, exchange  or  other  disposition  that  is  the  subject  of  the
petition, including a statement setting forth the names and addresses of
such  persons,  the nature of their interest, and a description of their
objections. The attorney general, in his or her discretion,  may  direct
the  corporation  to  provide  notice of such petition to any interested
person, and the corporation shall provide the attorney  general  with  a
certification that such notice has been provided.
(c)  If  it  shall appear, to the satisfaction of the attorney general
that the consideration and the terms of the  transaction  are  fair  and
reasonable  to  the corporation and that the purposes of the corporation
or the interests of the members will be promoted, the  attorney  general
may  authorize  the sale, lease, exchange or other disposition of all or
substantially all the assets of the corporation,  as  described  in  the
petition,  for  such  consideration  and upon such terms as the attorney
general may prescribe. The authorization of the attorney  general  shall
direct the disposition of the consideration to be received thereunder by
the corporation.
(d)  At  any  time, including if the attorney general does not approve
the petition, or if the attorney general concludes that court review  is
appropriate,  the  petitioner  may  seek court approval on notice to the
attorney general pursuant to section 511 (Petition for  court  approval)
of this article.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 513 - Administration of Assets Received for Specific Purposes.

§ 513. Administration of assets received for specific purposes.
(a)  A corporation which is, or would be if formed under this chapter,
a charitable corporation shall hold full ownership rights in any  assets
consisting of funds or other real or personal property of any kind, that
may  be  given, granted, bequeathed or devised to or otherwise vested in
such corporation in trust for, or with a direction to apply the same to,
any purpose specified in its certificate of incorporation, and shall not
be deemed a trustee of an  express  trust  of  such  assets.  Any  other
corporation  subject  to  this  chapter  may  similarly  hold  assets so
received, unless otherwise provided by law  or  in  the  certificate  of
incorporation.
(b)  Except  as  may be otherwise permitted under article eight of the
estates, powers and trusts law or section 555 (Release  or  modification
of  restrictions  on  management, investment, or purpose), the governing
board shall apply all assets thus received to the purposes specified  in
the  gift  instrument as defined in section 551 (Definitions) and to the
payment of the reasonable and proper expenses of administration of  such
assets.  The governing board shall cause accurate accounts to be kept of
such assets separate and apart from the accounts of other assets of  the
corporation.  Unless the terms of the particular gift instrument provide
otherwise, the treasurer shall make an annual report to the members  (if
there  be  members)  or  to the governing board (if there be no members)
concerning the assets held under this section and the use made  of  such
assets and of the income thereof.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 514 - Delegation of Investment Management.

§ 514. Delegation of investment management.
(a)  Except as otherwise provided by the applicable gift instrument as
defined in section 551 (Definitions), the governing board  may  delegate
to  its committees, officers or employees of the corporation or the fund
the authority to act in place of the governing board in  investment  and
reinvestment   of   institutional   funds  as  defined  in  section  551
(Definitions). Each contract, if any, pursuant to which authority is  so
delegated shall provide that it may be terminated by the governing board
at  any  time,  without  penalty, upon not more than sixty days' notice.
Section 554 (Delegation of management and  investment  functions)  shall
govern external delegation.
(b)  The  governing board shall exercise the standard of care required
by section 717 (Duty of directors and  officers)  in  the  selection  of
persons  to  whom authority is delegated or with whom contracts are made
under  paragraph  (a)  of  this  section  and  in  the  continuation  or
termination  of such delegation or contracts.  The governing board shall
be relieved of all liability for  the  investment  and  reinvestment  of
institutional  funds by, and for the other acts or omissions of, persons
to whom authority is so delegated or with whom contracts are so made.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 515 - Dividends Prohibited; Certain Distributions of Cash or Property Authorized.

§ 515. Dividends  prohibited;  certain distributions of cash or property
authorized.
(a) A corporation shall not pay dividends or distribute  any  part  of
its income or profit to its members, directors, or officers.
(b)  A  corporation  may  pay  compensation  in a reasonable amount to
members, directors, or officers, for services  rendered,  and  may  make
distributions  of  cash or property to members upon dissolution or final
liquidation as permitted by this chapter. No person who may benefit from
such compensation may be present at  or  otherwise  participate  in  any
board  or  committee  deliberation  or  vote  concerning  such  person's
compensation; provided that nothing in this section shall  prohibit  the
board  or  authorized  committee  from  requesting that a person who may
benefit from such compensation  present  information  as  background  or
answer   questions  at  a  committee  or  board  meeting  prior  to  the
commencement of deliberations or voting  relating  thereto.  Nothing  in
this  section  or  in  paragraph (h) of section seven hundred fifteen of
this chapter shall be construed to prohibit a director from deliberating
or voting concerning compensation for service on the board that is to be
made available or provided to all directors of the  corporation  on  the
same or substantially similar terms.
(c)  A  corporation  may confer benefits upon members or nonmembers in
conformity with its purposes, may redeem  its  capital  certificates  or
subvention  certificates,  and  may  make other distributions of cash or
property to its members or former members, directors, or officers  prior
to  dissolution  or  final  liquidation,  as authorized by this article,
except when the corporation is currently insolvent or would  thereby  be
made insolvent or rendered unable to carry on its corporate purposes, or
when  the  fair  value  of the corporation's assets remaining after such
conferring of benefits, or redemption, or other  distribution  would  be
insufficient to meet its liabilities.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 516 - Distributions to Members Upon Termination of Membership.

§ 516. Distributions to members upon termination of membership.
(a)  Except  as  provided  in  this  chapter  or  the  certificate  of
incorporation or the by-laws, the interest of a member in  the  property
of a corporation shall terminate upon the termination of his membership,
whether  by  expiration  of  the  term  of  membership, or by the death,
voluntary withdrawal, or expulsion of the  member,  or  otherwise.  Such
termination  shall be without prejudice to his rights, if any, as holder
of a capital or subvention certificate.
(b) In the event of a termination of membership, whether voluntary  or
involuntary,  and  subject to any restrictions contained in this chapter
or the certificate of incorporation or the by-laws, a corporation may at
its option thereafter call for redemption  any  capital  certificate  or
certificates  held  by  such  former  member,  and  redeem the same upon
payment of a sum of money equal to the redemption price thereof if  such
certificates  are by their terms redeemable, or upon payment of a sum of
money equal to the amount of the capital contribution evidenced by  such
certificates if they are not by their express terms redeemable.
(c)  If  a  member  who would upon dissolution of the corporation have
distributive rights in its assets under paragraph  (d)  of  section  507
(Fees, dues and assessments; fines and penalties) is expelled other than
for cause pursuant to a provision of the certificate of incorporation or
by-laws  authorizing  such  expulsion,  and the corporation is dissolved
within a period of five years after the  date  of  such  expulsion,  the
expelled member shall be entitled to share in the distribution of assets
in  the same manner as other members of the same class entitled to share
at that time, except that his share shall be charged with any arrearages
and all dues and assessments which he would have paid if he had remained
a member, plus interest on all such items.
(d) Nothing in this section shall authorize a corporation  to  make  a
distribution  of cash or property to a former member in contravention of
the  provisions  of   section   515   (Dividends   prohibited;   certain
distributions of cash or property authorized).
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 517 - Liabilities of Members.

§ 517. Liabilities of members.
(a)  The  members  of a corporation shall not be personally liable for
the debts, liabilities or obligations of the corporation.
(b) A member shall be liable to the corporation only to the extent  of
any   unpaid   portion  of  the  initiation  fees,  membership  dues  or
assessments which the corporation may have lawfully imposed upon him, or
for any other indebtedness owed by him to  the  corporation.  No  action
shall  be  brought by any creditor of the corporation to reach and apply
any such liability to any debt of  the  corporation  until  after  final
judgment  shall  have  been rendered against the corporation in favor of
the  creditor  and  execution  thereon  returned  unsatisfied,  or   the
corporation  shall have been adjudged bankrupt, or a receiver shall have
been appointed with power to  collect  debts,  and  which  receiver,  on
demand  of a creditor to bring suit thereon, has refused to sue for such
unpaid amount, or the corporation shall have been  dissolved  or  ceased
its  activities  leaving  debts  unpaid. No such action shall be brought
more than three years after the happening of any one of such events.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 519 - Annual Report of Directors.

§ 519. Annual report of directors.
(a) The board shall present at the annual meeting of members a report,
verified  by  the  president  and  treasurer  or  by  a  majority of the
directors, or certified by an independent  public  or  certified  public
accountant  or a firm of such accountants selected by the board, showing
in appropriate detail the following:
(1) The assets and liabilities, including  the  trust  funds,  of  the
corporation  as  of  the end of a twelve month fiscal period terminating
not more than six months prior to said meeting.
(2) The principal changes in assets and liabilities,  including  trust
funds, during said fiscal period.
(3)  The revenue or receipts of the corporation, both unrestricted and
restricted to particular purposes during said fiscal period.
(4) The expenses or disbursements of the corporation, for both general
and restricted purposes, during said fiscal period.
(5) The number of members of the corporation as of  the  date  of  the
report, together with a statement of increase or decrease in such number
during  said fiscal period, and a statement of the place where the names
and places of residence of the current members may be found.
(b) The annual report of directors shall be filed with the records  of
the  corporation and either a copy or an abstract thereof entered in the
minutes of the proceedings of the annual meeting of members.
(c) The board of a corporation having  no  members  shall  direct  the
president  and treasurer to present at the annual meeting of the board a
report in accordance with paragraph (a), but omitting the requirement of
subparagraph (5). This report shall be filed with  the  minutes  of  the
annual meeting of the board.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 519-A - Annual Reports for Certain Transactions Required.

§ 519-a. Annual reports for certain transactions required.
(a)  A  condominium  created  pursuant  to  the real property law or a
cooperative  housing  corporation  created  pursuant  to  the   business
corporation law, shall, at least once each year:
(1)  require  that  each  director,  as  defined  in  paragraph six of
subdivision (a) of section one hundred two of this  chapter,  receive  a
copy of section seven hundred fifteen of this chapter; and
(2) provide an annual report to the members or to the governing board,
if  there  are  no members, 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 that were considered a related  party
transaction pursuant to section seven hundred fifteen 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 paragraph two of 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  members  or  to  the
governing  board,  if  there  are no members, a document, signed by each
director, indicating: "No actions taken by the board were subject to the
annual report required pursuant to section 519-a of  the  Not-for-Profit
Corporation Law".
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 520 - Reports of Corporation.

§ 520. Reports of corporation.
Each  domestic corporation, and each foreign corporation authorized to
  conduct activities in this state, shall from  time  to  time  file  such
  reports  on its activities as may be required by the laws of this state.
  All registration and reporting requirements pursuant to article  seven-A
  of  the  executive  law,  and  section  8-1.4 of the estates, powers and
  trusts law, or related successor provisions, are, without limitation  on
  the  foregoing,  expressly  included  as reports required by the laws of
  this state to be filed within  the  meaning  of  this  section.  Willful
  failure  of  a  corporation  to  file  a report as required by law shall
  constitute a breach of the directors' duty to the corporation and  shall
  subject  the  corporation,  at  the  suit of the attorney-general, to an
  action or special proceeding for dissolution under article 11  (Judicial
  dissolution)  in  the  case  of a domestic corporation, or under section
  1303 (Violations) in the case of a foreign corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 521 - Liability for Failure to Disclose Required Information.

§ 521. Liability for failure to disclose required information.
Failure  of the corporation to comply in good faith with the notice or
  disclosure or reporting provisions of  section  501  (Stock  and  shares
  prohibited;  membership  certificates  authorized),  or paragraph (c) of
  section 503 (Capital certificates), or  paragraph  (c)  of  section  505
  (Subvention   certificates),   or   paragraph   (b)   of   section   513
  (Administration of assets received for specific  purposes),  or  section
  518   (Reports  to  comptroller),  or  section  519  (Annual  report  of
  directors), or section 520 (Reports  of  corporation),  shall  make  the
  corporation liable for any damage sustained by any person in consequence
  thereof.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5-A - Prudent Management of Institutional Funds Act › 554 - Delegation of Management and Investment Functions.

§ 554. Delegation of management and investment functions.
(a)  Subject to any specific limitation set forth in a gift instrument
or in law other than this article, an institution  may  delegate  to  an
external agent the management and investment of an institutional fund to
the  extent  that  an  institution  could  prudently  delegate under the
circumstances. An institution shall act in good  faith,  with  the  care
that  an  ordinarily  prudent  person  in a like position would exercise
under  similar  circumstances  as  required  by  section  seven  hundred
seventeen of this chapter, in:
(1) selecting, continuing or terminating an agent, including assessing
the  agent's independence including any conflicts of interest such agent
has or may have;
(2) establishing the scope and terms of the delegation, including  the
payment of compensation, consistent with the purposes of the institution
and the institutional fund; and
(3)  monitoring  the agent's performance and compliance with the scope
and terms of the delegation.
(b) In performing a delegated function, an agent owes a  duty  to  the
institution  to  exercise  reasonable  care, skill and caution to comply
with the scope and terms of the delegation.
(c) An institution that complies with paragraph (a) of this section is
not liable for the decisions  or  actions  of  an  agent  to  which  the
function was delegated.
(d)  By  accepting  delegation  of a management or investment function
from an institution that is subject to the laws of this state, an  agent
submits  to  the  jurisdiction  of  the  courts  of  this  state  in all
proceedings arising from or related to the delegation or the performance
of the delegated function.
(e) Each contract, if any, pursuant to which authority is so delegated
shall provide that it may be terminated by the institution at any  time,
without penalty, upon not more than sixty days notice.
(f) An institution may delegate management and investment functions to
its committees, officers, or employees as authorized by the laws of this
state  other than this article, as set forth in, inter alia, section 514
(Delegation of investment management).
(g) Nothing in this article shall impair the operation of section  717
(Duty of directors and officers).
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5-A - Prudent Management of Institutional Funds Act › 557 - Application to Existing Institutional Funds.

§ 557. Application to existing institutional funds.
This  article  shall  apply  to  institutional  funds  existing  on or
  established after the effective date of  this  article.  As  applied  to
  institutional funds existing on the effective date of this article, this
  article  shall  govern  only decisions made or actions taken on or after
  that date.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5-A - Prudent Management of Institutional Funds Act › 558 - Relation to Electronic Signatures in Global and National Commerce Act.

§ 558. Relation to Electronic Signatures in Global and National Commerce
  Act.
This   article   modifies,   limits,  and  supersedes  the  Electronic
  Signatures in Global and National Commerce Act, 15 U.S.C.  Section  7001
  et  seq.,  but  does not modify, limit, or supersede Section 101 of that
  act, 15 U.S.C.  Section 7001(a), or authorize electronic delivery of any
  of the notices described in Section 103 of that act, 15  U.S.C.  Section
  7003(b).
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 601 - Members.

§ 601. Members.
(a)  A  corporation  shall have one or more classes of members, or, in
the case of a charitable corporation, may have no members, in which case
any such provision for classes of members or for no members shall be set
forth in the certificate of incorporation or the by-laws.  Corporations,
joint-stock  associations, unincorporated associations and partnerships,
as well as any other person without limitation, may be members, provided
however,  that  effective  July  first,  two   thousand   nineteen,   no
corporation  except  a  corporation  that  has  no members, shall have a
membership comprised of fewer than three persons. A corporation may have
a corporation, joint-stock association,  unincorporated  association  or
partnership   as   a  sole  member,  if  such  corporation,  joint-stock
association, unincorporated  association  or  partnership  is  owned  or
controlled by no fewer than three persons.
(b)  If  the  corporation  has  two  or  more  classes of members, the
designation and characteristics of each class and the qualifications and
rights of, and limitations upon, the members of each class  may  be  set
forth  in  the  certificate  of  incorporation,  the  by-laws or, if the
by-laws so provide, a resolution of the board.
(c) If the corporation has members, membership  may  be  effected  and
evidenced by:
(1) Signature on the certificate of incorporation.
(2) Designation in the certificate of incorporation or the by-laws.
(3) Membership certificate or card or capital certificate.
(4)  Such  method,  including  but not limited to the foregoing, as is
prescribed by the certificate of incorporation or the by-laws.
(d) Membership certificates or cards shall not be transferable. If the
certificate of incorporation or by-laws permits transfer of  membership,
upon  each  such  transfer  the  certificate  or card issued to a former
member shall be surrendered, and a new  certificate  or  card  shall  be
issued to the new member.
(e) Except as otherwise provided in this chapter or the certificate of
incorporation  or  the by-laws, membership shall be terminated by death,
resignation,  expulsion,  expiration  of  a  term   of   membership   or
dissolution and liquidation under articles 10 and 11.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 602 - By-Laws.

§ 602. By-laws.
(a)  The  initial  by-laws  of  a  corporation  may  be adopted by its
incorporators at the organization meeting and, if not so adopted by  the
incorporators,  by its board. Any reference in this chapter to a "by-law
adopted by the members" includes a by-law adopted by the incorporators.
(b) Subject to section 612 (Limitations on right to vote), the by-laws
may be adopted, amended or repealed by the members at the time  entitled
to  vote  in the election of directors and, unless otherwise provided in
the certificate of incorporation or the by-laws adopted by the  members,
by the board.
(c)  Any by-law adopted by the board may be amended or repealed by the
members  and,  unless  otherwise  provided   in   the   certificate   of
incorporation  or the by-laws adopted by the members, any by-law adopted
by the members may be amended or repealed by the board.
(d) In the case of a corporation which is subject, under any other law
of this state, to regulation  or  control  by  a  governmental  body  or
officer,  such body or officer may, to the extent provided in such other
law, in furtherance of its or his authority to regulate or control:
(1) Adopt, amend or repeal by-laws.
(2) Amend or repeal any by-law adopted by the members or the board.
(e) If any by-law regulating an impending  election  of  directors  is
adopted,  amended  or repealed by the board, there shall be set forth in
the notice of the next meeting  of  the  members  for  the  election  of
directors  the  by-law  so adopted, amended or repealed, together with a
concise statement of the changes made.
(f) The by-laws may contain any provision relating to the business  of
the corporation, the conduct of its affairs, its rights or powers or the
rights or powers of its members, directors or officers, not inconsistent
with  this chapter or any other statute of this state or the certificate
of incorporation.
(g) In the case of residential  not-for-profit  corporations,  changes
including  the adoption, amendment or repeal of the by-laws by the board
of directors  shall  be  provided  to  the  members,  stockholders,  and
delegates  of  such  corporation  in  writing, by physical or electronic
means, within ten days of such adoption.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 604 - Special Meeting for Election of Directors.

§ 604. Special meeting for election of directors.
(a) If, for a period of one month after the date fixed by or under the
by-laws  for  the  annual  meeting of members or, if no date has been so
fixed, for a period of  thirteen  months  after  the  formation  of  the
corporation  or  the  last annual meeting, there is a failure to elect a
sufficient  number  of  directors  to  conduct  the  business   of   the
corporation,  the board shall call a special meeting for the election of
directors.  If such special meeting is not called by  the  board  within
two  weeks after the expiration of such period or if it is so called but
there is a failure to elect such directors for a period  of  two  months
after  the  expiration  of  such  period,  members  entitled to cast one
hundred votes or ten per cent of the total number of votes  entitled  to
be  cast  in  an  election  of  directors,  whichever is lesser, may, in
writing, demand the call of  a  special  meeting  for  the  election  of
directors specifying the date and month thereof, which shall not be less
than  two  nor  more  than  three  months  from the date of such written
demand. The secretary of the  corporation  upon  receiving  the  written
demand  shall promptly give notice of such meeting or, if he fails to do
so within five business days thereafter, any member signing such  demand
may  give  such  notice. The meeting shall be held at the place fixed in
the by-laws or, if not so fixed, at the office of the corporation.
(b) At any such special meeting  called  on  the  demand  of  members,
notwithstanding  section 608 (Quorum of members), the members attending,
in person or by proxy, and entitled to vote in an election of  directors
shall constitute a quorum for the purpose of electing directors, but not
for the transaction of any other business.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 606 - Waivers of Notice.

§ 606. Waivers of notice.
Notice of meeting need not be given to any member who submits a waiver
  of  notice,  in person or by proxy, whether before or after the meeting.
  Waiver of notice may be written or electronic. If  written,  the  waiver
  must  be  executed  by  the  member  or the member's authorized officer,
  director, employee, or agent by signing such waiver or  causing  his  or
  her  signature  to  be  affixed  to such waiver by any reasonable means,
  including, but not limited to facsimile signature.  If  electronic,  the
  transmission  of  the  waiver  must  be  sent by electronic mail and set
  forth, or be submitted with, information from which it can reasonably be
  determined that the transmission  was  authorized  by  the  member.  The
  attendance  of  any  member at a meeting, in person or by proxy, without
  protesting prior to the conclusion of the meeting the lack of notice  of
  such meeting, shall constitute a waiver of notice by him or her.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 607 - List or Record of Members at Meetings.

§ 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 written notice to  the  corporation
  that  such request will be made at least ten days prior to such meeting.
  If the right to vote at any meeting is  challenged,  the  inspectors  of
  election,  or  the  person presiding thereat, shall require such list or
  record of members to be produced as evidence of the right of the persons
  challenged to vote at such meeting, and all persons who appear from such
  list or record to be members entitled to vote thereat may vote  at  such
  meeting.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 610 - Selection of Inspectors at Meetings of Members; Duties.

§ 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. Unless otherwise provided in the by-laws, the board, in advance
of any meeting of members, may appoint one or more inspectors to act  at
the  meeting  or  any  adjournment  thereof.  If  inspectors  are not so
appointed, the person presiding at a meeting of members may, and on  the
request  of  any  member  entitled to vote thereat shall, appoint one or
more inspectors. In case any person appointed fails to  appear  or  act,
the vacancy may be filled by appointment made by the board in advance of
the  meeting  or  at  the meeting by the person presiding thereat.  Each
inspector, before entering upon the discharge of his duties, shall  take
and  sign  an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality  and  according  to  the  best  of  his
ability.
(b)   The   inspectors   shall  determine  the  number  of  membership
certificates or cards  and  capital  certificates  outstanding  and  the
voting  power  of  each,  the  certificates and cards represented at the
meeting, the existence of a quorum, the validity and effect of  proxies,
and  shall  receive  votes,  ballots or consents, hear and determine all
challenges, and questions arising in connection with the right to  vote,
count and tabulate all votes, ballots or consents, determine the result,
and  do  such  acts  as  are proper to conduct the election or vote with
fairness to all members. On request  of  the  person  presiding  at  the
meeting  or  any  members entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them.  Any report
or certificate made by them shall be prima facie evidence of  the  facts
stated and of the vote as certified by them.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 611 - Qualification of Voters; Fixing Record Date to Determine Eligibility to Vote; Voting Entitlement.

§ 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 to notice of any meeting of members  or
any  adjournment  thereof. Such record date shall not be more than fifty
nor less than ten days before the date of the meeting.
(b) Any member in  good  standing,  otherwise  eligible  to  vote,  is
entitled  to  vote  at  any  meeting  of  members,  except  that, if the
certificate of incorporation or the by-laws so provide, the by-laws  may
provide  or,  in the absence of such provision, the board may fix a date
as the record date for the purpose of determining the  members  entitled
to  vote  at  any  meeting  of members or any adjournment thereof, or to
express consent to or dissent from any proposal without  a  meeting,  or
for   the  purpose  of  determining  members  entitled  to  receive  any
distribution or the allotment of any rights, or for the purpose  of  any
other  action  by  the  members. Such record date shall not be more than
fifty nor less than ten days before the date of the meeting.
(c) If the certificate of incorporation or the by-laws provide  for  a
record  date,  as  authorized  by  paragraph  (b), and no record date is
fixed:
(1) The record date for the determination of members entitled to  vote
at  a  meeting  of  members shall be at the close of business on the day
next preceding the day on which notice is given, or,  if  no  notice  is
given, the day on which the meeting is held.
(2) The record date for determining members for any purpose other than
that  specified in subparagraph (1) shall be at the close of business on
the day on which  the  resolution  of  the  board  relating  thereto  is
adopted.
(d) When a determination of members of record entitled to notice of or
to  vote  at  any  meeting  of members has been made as provided in this
section, such determination shall  apply  to  any  adjournment  thereof,
unless  the  board  fixes  a  new record date under this section for the
adjourned meeting.
(e) In any case in which a member is entitled to vote, he  shall  have
no  more than, nor less than, one vote; except that if a corporation has
an organization as a member, the certificate of incorporation or by-laws
may  provide  that  such  organization  shall  be  entitled   to   votes
substantially proportionate to its membership.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 612 - Limitations on Right to Vote.

§ 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 a class of members shall be entitled
  to vote, and,  except  as  otherwise  provided  in  this  chapter,  such
  provisions  of  the  certificate  of  incorporation or the by-laws shall
  prevail,  according  to  their  tenor,  in  all  elections  and  in  all
  proceedings,  over  the  provisions  of this chapter which authorize any
  action by the members, but no such denial, limitation or  definition  of
  voting  rights shall be effective unless at the time one or more classes
  of members, singly or in the aggregate,  are  entitled  to  full  voting
  rights.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 613 - Vote of Members.

§ 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 election.
(b)  Whenever  any  corporate  action,  other  than  the  election  of
directors, is to be taken under this chapter by vote of the members,  it
shall,   except  as  otherwise  required  by  this  chapter  or  by  the
certificate of incorporation or by by-laws as permitted by this chapter,
be authorized by a majority of the votes cast at a meeting of members by
the members entitled to vote thereon.
(c) Except as provided in paragraph (b), any reference in this chapter
to corporate action at a  meeting  of  members  by  "majority  vote"  or
"two-thirds  vote"  shall  require  the  action  to  be  taken  by  such
proportion of  the  votes  cast  at  such  meeting,  provided  that  the
affirmative  votes  cast  in  favor of any such action shall be at least
equal to the quorum. Blank votes or abstentions shall not be counted  in
the number of votes cast.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 614 - Action by Members Without a Meeting.

§ 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 the action so taken. Such consent may be written
or electronic. If written, the consent must be executed by the member or
the member's authorized officer, director, employee or agent by  signing
such  consent  or  causing  his  or  her signature to be affixed to such
consent by any reasonable means including but not limited  to  facsimile
signature.  If  electronic, the transmission of the consent must be sent
by electronic mail or other  electronic  means  and  set  forth,  or  be
submitted  with,  information from which it can reasonably be determined
that the transmission was authorized by the member. This paragraph shall
not be construed to alter or modify any provision in  a  certificate  of
incorporation not inconsistent with this chapter under which the written
consent  of  less  than  all  of the members is sufficient for corporate
action.
(b) Written or electronic consent thus given by all  members  entitled
to  vote  shall  have the same effect as a unanimous vote of members and
any certificate with respect to the authorization or taking of any  such
action  which  is delivered to the department of state shall recite that
the authorization was by unanimous written consent.
(c) When there are no members of record, such action may be  taken  on
the  written consent signed by a majority in interest of the subscribers
for capital certificates whose subscriptions have been accepted or their
successors in interest or, if no subscription has been accepted, on  the
written  consent  signed  by  the  incorporator  or  a  majority  of the
incorporators. When there are two or more incorporators, if any dies  or
is  for  any reason unable to act, the other or others may act. If there
is no incorporator able to act, any person for whom an incorporator  was
acting  as  agent  may  act in his or her stead, or if such other person
also dies or is  for  any  reason  unable  to  act,  his  or  her  legal
representative may act.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 615 - Greater Requirement as to Quorum and Vote of Members.

§ 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 in person or by proxy at any meeting of members, including  a
special  meeting  for  election  of directors under section 604 (Special
meeting for election of directors), in order to constitute a quorum  for
the  transaction  of  any business or of any specified item of business,
including amendments to  the  certificate  of  incorporation,  shall  be
greater than the proportion prescribed by this chapter in the absence of
such provision.
(2)  That  the  proportion  of  votes  of  the  members, or of a class
thereof, that shall be necessary at  any  meeting  of  members  for  the
transaction  of  any  business  or  of  any  specified item of business,
including amendments to  the  certificate  of  incorporation,  shall  be
greater than the proportion prescribed by this chapter in the absence of
such provision.
(b)  An  amendment  of  the  certificate  of incorporation or a by-law
adopted by the members which adds a provision permitted by this  section
or which changes or strikes out such a provision, shall be authorized at
a  meeting of members by vote of the members entitled to cast two-thirds
of the total number of votes entitled to be cast  thereon,  or  of  such
greater  proportion of such total number of votes or the total number of
votes of a class, as may be provided specifically in the certificate  of
incorporation or a by-law adopted by the members for adding, changing or
striking out a provision permitted by this section.
(c)  If  the  certificate  of incorporation or a by-law adopted by the
members contains a provision authorized by this section,  the  existence
of  such  provision  shall be noted conspicuously on the face or back of
every membership certificate or card or capital  certificate  issued  by
such corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 616 - Voting by Class of Members.

§ 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 of members, including amendments
to the certificate of incorporation.
(b)  Where  voting  as  a  class  is  provided  in  the certificate of
incorporation or the by-laws, it shall be by the proportionate  vote  so
provided  or,  if  no proportionate vote is provided, in the election of
directors, by a plurality of the votes  cast  at  such  meeting  by  the
members of such class entitled to vote in the election, or for any other
corporate action, by a majority of the votes cast at such meeting by the
members of such class entitled to vote thereon.
(c)  Such  voting  by  class  shall  be in addition to any other vote,
including vote by class, required by this chapter or by the  certificate
of incorporation or the by-laws as permitted by this chapter.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 617 - Cumulative Voting.

§ 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 to cumulative voting, he
  would be entitled to cast for the election of  directors  multiplied  by
  the  number of directors to be elected, and that he may cast all of such
  votes for a single director or may distribute them among the  number  to
  be  voted  for, or for any two or more of them, as he may see fit, which
  right, when exercised, shall be termed cumulative voting.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 618 - Power of Supreme Court Respecting Elections.

§ 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  the  judicial  district  where  the  office  of  the
  corporation is located shall forthwith hear the proofs  and  allegations
  of  the parties, and confirm the election, order a new election, or take
  such other action as justice may require.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 619 - Agreements by Members as to Voting.

§ 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 accordance with a procedure agreed upon by them.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 620 - Preemptive Rights.

§ 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 provisions designed to
  protect such voting rights.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 622 - Infant Members.

§ 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 receive and to empower others to receive payments
or distributions, to vote or express consent or dissent, in person or by
proxy, and to make  elections  and  exercise  rights  relating  to  such
certificates or bonds, unless, in the case of membership certificates or
cards  or  capital  certificates,  the corporate officer responsible for
maintaining the list or record of members or the transfer agent  of  the
corporation or, in the case of bonds, the treasurer or paying officer or
agent has received written notice that such holder is an infant.
(2)  An  infant  holder of a membership certificate or card or capital
certificate or a bond of a corporation who  has  received  or  empowered
others  to receive payments or distributions, voted or expressed consent
or dissent, or made an election or exercised a right  relating  thereto,
shall  have  no  right  thereafter to disaffirm or avoid, as against the
corporation, any such act on his part, unless  prior  to  such  receipt,
vote,   consent,   dissent,  election  or  exercise,  as  to  membership
certificates or cards or capital  certificates,  the  corporate  officer
responsible  for  maintaining  the  list  or  record  of  members or its
transfer agent or, in the case of bonds, the treasurer or paying officer
or agent had received written notice that such holder was an infant.