2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 103 - Application.

§ 103. Application.
(a) Except as otherwise provided in this section, this chapter applies
to  every  domestic  corporation as herein defined, and to every foreign
corporation as herein defined which is authorized to  conduct  or  which
conducts  any activities in this state. This chapter also applies to any
other domestic corporation or foreign corporation of  any  kind  to  the
extent,  if  any,  provided under this chapter or any law governing such
corporation and, if no such provision for application is  made,  to  the
extent,  if  any,  that  the membership corporations law applied to such
corporation as of the effective date  of  this  chapter.  A  corporation
formed by a special act of this state which has as its principal purpose
an  education  purpose  and  which  is a member of the university of the
state of New York, is  an  "education  corporation"  under  section  two
hundred sixteen-a of the education law.
To  the  extent  that  the  membership corporations law or the general
corporation law applied to it as of the effective date of this  chapter,
the  corresponding  provisions  of  this  chapter apply to a corporation
heretofore formed by or pursuant to a special act of  this  state  other
than  a religious corporation or an "education corporation" under clause
(b) of subdivision one of section two hundred sixteen-a of the education
law, if  (1)  its  principal  purpose  is  a  religious,  charitable  or
education  purpose,  and (2) it is operated, supervised or controlled by
or in connection with a religious organization. Any such corporation may
at any time after the effective date of this  chapter  file  a  restated
certificate  of incorporation under section 805 (restated certificate of
incorporation) including a statement that it elects to have this chapter
apply in all respects to it. The restated certificate  of  incorporation
shall  conform  with  the  requirements  of  section 402 (certificate of
incorporation; contents) for new corporations. Upon the filing  of  such
certificate  by the department of state, this chapter shall apply in all
respects to such corporation.
This chapter also applies to any other corporation of any kind, formed
not-for-profit under any other chapter of the laws of this state  except
a  chapter  of  the  consolidated laws, to the extent that provisions of
this chapter do not conflict with the provisions of such  unconsolidated
law.  If an applicable provision of such unconsolidated law relates to a
matter embraced in this chapter but is not in conflict  therewith,  both
provisions  shall  apply.  Any corporation to which this chapter is made
applicable by this paragraph shall be  treated  as  a  "corporation"  or
"domestic  corporation"  as  such terms are used in this chapter, except
that the purposes of any such corporation formed or formable under  such
unconsolidated  law  shall  not  thereby be extended. For the purpose of
this paragraph, the effective date of this chapter as to corporations to
which this chapter  is  made  applicable  by  this  paragraph  shall  be
September one, nineteen hundred seventy-three.
(b) The general corporation law does not apply to a corporation of any
kind  to  which this chapter applies. A reference in any statute of this
state which makes a provision of the general corporation law  applicable
to  a  corporation  of any kind to which this chapter is applicable or a
reference in any statute  of  this  state,  other  than  the  membership
corporations law, which makes a provision of the membership corporations
law  applicable  to  a  corporation  of  any  kind  shall  be deemed and
construed to refer to and make applicable the  corresponding  provision,
if any, of this chapter.
(c)  If  any  provision  in articles one to thirteen inclusive of this
chapter conflicts with a provision of any subsequent articles or of  any
special  act  under which a corporation to which this chapter applies is
formed,  the  provision  in  such  subsequent  article  or  special  act

prevails.  A  provision  of  any  such subsequent article or special act
relating to a matter referred to in articles one to  thirteen  inclusive
and  not  in  conflict  therewith  is supplemental and both shall apply.
Whenever  the  board  of  a  corporation,  formed  under  a special act,
reasonably makes an interpretation as to  whether  a  provision  of  the
special act or this chapter prevails, or both apply, such interpretation
shall  govern  unless  and  until  a court determines otherwise, if such
board has acted in good faith for a purpose which it reasonably believes
to be in the best interests of the corporation, provided  however,  that
such interpretation shall not bind any governmental body or officer.
(d)  A corporation whose formation under this chapter is authorized by
another corporate law is, unless otherwise provided  by  such  corporate
law,  subject  to all the provisions of this chapter that are applicable
to a charitable corporation formed under this chapter.
(e) This chapter applies to commerce with foreign  nations  and  among
the  several  states,  and to corporations formed by or under any act of
congress, only to the extent permitted under the constitution  and  laws
of the United States.
(f)  The  enactment of this chapter shall not affect the duration of a
corporation which is existing on the effective date of this chapter. Any
such existing corporation, its members,  directors  and  officers  shall
have   the   same  rights  and  be  subject  to  the  same  limitations,
restrictions, liabilities and penalties as a  corporation  formed  under
this chapter, its members, directors and officers.
(g)  This  chapter  shall  not  affect any cause of action, liability,
penalty or action or special proceeding, which on the effective date  of
this chapter, is accrued, existing, incurred or pending but the same may
be asserted, enforced, prosecuted or defended as if this chapter had not
been enacted.