reglab/statecodes huggingface dataset:
2023 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.  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.
(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.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 8 - Amendments and Changes › 803-A - Certificate of Change; Contents.

§ 803-A. Certificate of change; contents.
(a)  Any  one  or  more  of the changes authorized by paragraph (c) of
section 802 (Authorization of amendment or change, class  vote)  may  be
accomplished  by  filing a certificate of change which shall be entitled
"Certificate of Change of .................. (name of corporation) under
section 803-A of the Not-for-Profit Corporation Law" and 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.
(3) Each change effected thereby.
(4) The manner in which the change was authorized.
(b) A certificate of change which changes only the post office address
to which the secretary of state shall mail a copy of any process against
the corporation served upon him or her,  and/or  the  email  address  to
which  the  secretary  of  state  shall  email a notice of the fact that
process against it has been electronically served upon the secretary  of
state, and/or the address of the registered agent, provided such address
being  changed  is  the  address  of  a  person,  partnership  or  other
corporation whose address, as agent,  is  the  address  to  be  changed,
and/or the email address being changed is the email address of a person,
partnership  or other corporation, whose email address, as agent, is the
email  address  to  be  changed,  and/or  who  has  been  designated  as
registered  agent  for  such corporation, may be signed and delivered to
the department of state by such agent. The certificate of  change  shall
set  forth  the statements required under subparagraphs (1), (2) and (3)
of paragraph (a) of this section; that a notice of the  proposed  change
was  mailed  to the corporation by the party signing the certificate not
less than thirty days prior to the date of delivery  to  the  department
and  that  such corporation has not objected thereto; and that the party
signing the certificate is  the  agent  of  such  corporation  to  whose
address the secretary of state is required to mail copies of any process
against  the corporation served upon him or her, and/or the agent of the
corporation to whose  the  email  address  the  secretary  of  state  is
required  to  email  a  notice  of  the  fact  that  process against the
corporation has been electronically served upon him or her,  and/or  the
registered  agent,  if  such  be  the  case.  A  certificate  signed and
delivered under this paragraph shall not be deemed to effect a change of
location  of  the  office  of  the  corporation  in  whose  behalf  such
certificate is filed.
2023 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.
2023 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.
2023 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.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 904 - Certificate of Merger or Consolidation; Contents.

§ 904. Certificate of merger or consolidation; contents.
(a)  After  approval of the plan of merger or consolidation unless the
merger or consolidation is abandoned in accordance with paragraph (b) of
section 903 (Approval of plan) a certificate of merger or consolidation,
entitled "Certificate of merger (or consolidation)  of ..........    and
...............  into  (names  of corporations) under section 904 of the
Not-for-Profit Corporation Law," shall  be  signed  on  behalf  of  each
constituent  corporation  and  delivered  to the department of state. It
shall set forth:
(1) The statements required by subparagraphs (a), (1), (2), and (4) of
section 902 (Plan of merger or consolidation).
(2) The effective date of the merger or consolidation  if  other  than
the  date of filing of the certificate of merger or consolidation by the
department of state.
(3) In the  case  of  consolidation,  any  statement  required  to  be
included  in  a  certificate  of  incorporation for a corporation formed
under this chapter but which was omitted under subparagraph (a)  (4)  of
section 902.
(4) The date when the certificate of incorporation of each constituent
corporation  was  filed  by  the  department of state or, in the case of
constituent corporations created by special law, the chapter number  and
year of passage of such law.
(5)  The  manner  in  which the merger or consolidation was authorized
with respect to each constituent corporation.
(b) The surviving or consolidated corporation shall thereafter cause a
copy of such certificate certified by the department  of  state,  to  be
filed in the office of the clerk of each county in which the office of a
constituent  corporation,  other  than  the  surviving  corporation,  is
located, and in the office of the official who is the recording  officer
of  each  county  in  this state in which real property of a constituent
corporation, other than the surviving corporation, is situated.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 907 - Approval by the Supreme Court or Attorney General.

§ 907. Approval by the supreme court or attorney general.
Where  any constituent corporation or the consolidated corporation is,
  or would be if formed under this chapter, a charitable corporation under
  section 201 (Purposes) of this chapter, no certificate  shall  be  filed
  pursuant  to  section  904  (Certificate  of  merger  or  consolidation;
  contents) or section  906  (Merger  or  consolidation  of  domestic  and
  foreign  corporations)  until (a) the supreme court has granted an order
  approving the plan of merger or consolidation and authorizing the filing
  of the certificate,  as  provided  in  section  907-a  (Application  for
  approval  of  the  supreme  court)  of  this article or (b) the attorney
  general has approved the plan of merger or consolidation and  authorized
  the filing of the certificate, as provided in section 907-b (Application
  for approval of the attorney general) of this article.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 909 - Consent to Filing; Notices.

§ 909. Consent to filing; notices.
(a)  If  the  purposes  of any constituent or consolidated corporation
would require the approval  or  consent  of  any  governmental  body  or
officer  or  any  other  person  or  body  under section 404 (Approvals,
notices and consents) of  this  chapter  no  certificate  of  merger  or
consolidation  shall  be  filed  pursuant  to  this  article unless such
approval  or  consent  is  endorsed  thereon  or  annexed   thereto.   A
corporation  whose  statement  of  purposes  specifically  includes  the
establishment or operation of a child day care center, as that  term  is
defined  in  section  three  hundred  ninety of the social services law,
shall  mail  a  certified  copy  of  any  certificate   of   merger   or
consolidation  involving  such corporation to the office of children and
family services within thirty days after receipt of confirmation of  the
filing of such merger or consolidation with the department of state.
(b)  If  the  purposes  of any constituent or consolidated corporation
would require the certificate of incorporation or any other notice to be
delivered to any person or entity under section 404 (Approvals,  notices
and  consents)  of  this  chapter, the corporation shall provide to such
person or entity a certified copy of the  certificate  of  incorporation
within  thirty days after the corporation receives confirmation from the
department of state that the certificate has been accepted for filing.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1001 - Plan of Dissolution and Distribution of Assets.

§ 1001. Plan of dissolution and distribution of assets.
(a)  The  board  shall  adopt  a  plan  for  the  dissolution  of  the
corporation  and  the  distribution  of  its  assets.  Such  plan  shall
implement  any provision in the certificate of incorporation prescribing
the distributive rights of members.
(b) If the corporation is a charitable corporation and has  no  assets
to distribute and no liabilities at the time of dissolution, the plan of
dissolution shall include a statement to that effect.
(c)  If  the  corporation  has  no  assets to distribute, other than a
reserve not to exceed twenty-five thousand dollars for  the  purpose  of
paying  ordinary  and  necessary  expenses  of  winding  up  its affairs
including attorney and accountant fees, and liabilities not in excess of
ten thousand dollars at the time of adoption of the plan of dissolution,
the plan of dissolution shall include a statement to that effect.
(d) If the corporation has assets to distribute  or  liabilities,  the
plan of dissolution shall contain:
(1)  a  description  with  reasonable  certainty  of the assets of the
corporation and their fair value, and the  total  amount  of  debts  and
other  liabilities  incurred  or estimated by the corporation, including
the total amount of any accounting and legal fees incurred or estimated,
in connection with the dissolution procedure.
(2) a statement as to whether any gifts or other  assets  are  legally
required to be used for a particular purpose.
(3)  if  there  are assets received and held by the corporation either
for a charitable purpose or which are legally required to be used for  a
particular   purpose,   a   statement  that  the  assets  owned  by  the
corporation, subject to any unpaid liabilities of the corporation, shall
be distributed as required by any gift instrument  or  to  a  charitable
corporation  or  organization  or  organizations  exempt  from  taxation
pursuant  to  federal  and  state  laws  and   engaged   in   activities
substantially  similar  to those of the dissolved corporation. Each such
recipient organization shall be identified and the governing  instrument
and  amendments  thereto of each of the proposed recipient organizations
shall be annexed to such statement, along with the most recent financial
report of each recipient organization  and  a  sworn  affidavit  from  a
director and officer of each recipient organization stating the purposes
of the organization, and that it is currently exempt from federal income
taxation.
(4) if any of the assets of the corporation are to be distributed to a
recipient for a particular legally required purpose, an agreement by the
recipient  to  apply  the assets received only for such purpose shall be
included.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1004 - Certificate of Dissolution; Filing; Effect.

§ 1004. Certificate of dissolution; filing; effect.
(a)   The  department  of  state  shall  not  file  a  certificate  of
dissolution unless the consent of the state department of  taxation  and
finance  to  the  dissolution  is  attached  thereto.  Upon  filing  the
certificate, the corporation is dissolved.
(b) Notwithstanding paragraph (a) of this section, with respect to any
corporation that has done business in the city of New York and  incurred
liability  for  any  tax or charge under chapter six, seven, eight, ten,
eleven, twelve, thirteen, fourteen,  fifteen,  twenty-one,  twenty-four,
twenty-five  or  twenty-seven of title eleven of the administrative code
of the city of New York, the  department  of  state  shall  not  file  a
certificate  of  dissolution  unless  the consent of the commissioner of
finance of the city of New York to  the  dissolution  is  also  attached
thereto.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1006 - Corporate Action and Survival of Remedies After Dissolution.

§ 1006. Corporate action and survival of remedies after dissolution.
(a)  After  dissolution,  a  corporation  shall  not  commence any new
activities. A dissolved corporation, its directors, officers and members
may continue to function for the purpose of winding up  the  affairs  of
the  corporation  in the same manner as if the dissolution had not taken
place, except as otherwise provided in this chapter or by  court  order.
In particular and without limiting the generality of the foregoing:
(1) The directors of a dissolved corporation shall not be deemed to be
trustees of its assets; title to such assets shall not vest in them, but
shall remain in the corporation until transferred by it in its corporate
name.
(2) Dissolution shall not change quorum or voting requirements for the
board   or  members,  or  provisions  regarding  election,  appointment,
resignation or removal of, or  filling  vacancies  among,  directors  or
officers,  or  provisions  regarding  amendment  or repeal of by-laws or
adoption of new by-laws.
(3) Capital certificates  may  be  transferred  and  determination  of
members  for  any  purpose  may  be  made  without closing the record of
members until such time, if any, as  such  record  may  be  closed,  and
either the board or the members may close it.
(4)  The  corporation may sue or be sued in all courts and participate
in  actions   and   proceedings,   whether   judicial,   administrative,
arbitrative  or  otherwise,  in  its  corporate name, and process may be
served by or upon it.
(b) The dissolution of a  corporation  shall  not  affect  any  remedy
available  to  or  against  such corporation, its directors, officers or
members, for any right or  claim  existing  or  any  liability  incurred
before  such dissolution, except as provided in sections 1007 (Notice to
creditors; filing or barring claims) or 1008  (Jurisdiction  of  supreme
court to supervise dissolution and liquidation.)
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1009 - Applicability to Dissolution Under Other Provisions.

§ 1009. Applicability to dissolution under other provisions.
The  provisions  of  paragraphs  (c), (d) and (e) of section 1002-a of
  this article (Carrying out the plan of dissolution and  distribution  of
  assets),  sections 1006 (Corporate action and survival of remedies after
  dissolution), 1007 (Notice to creditors; filing or barring  claims)  and
  1008  (Jurisdiction  of  supreme  court  to  supervise  dissolution  and
  liquidation) shall apply to  a  corporation  dissolved  by  proclamation
  pursuant  to  section  1014  (Dissolution  of  domestic  corporations by
  proclamation), by expiration of its period of duration or under  section
  203-a  of  the  tax  law,  or  to  an  incorporated firemen's benevolent
  association  created  by  act  of  the  legislature  if  such   act   is
  subsequently repealed.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1010 - Revocation of Voluntary Dissolution Proceedings.

§ 1010. Revocation of voluntary dissolution proceedings.
(a)    At any time prior to the filing of a certificate of dissolution
by the department of state, a corporation may revoke the action taken to
dissolve the corporation in the following manner:
(1)  If there are members entitled to vote thereon:
(A)    Unless  the  certificate  of   incorporation   dispenses   with
dissolution  action  by  the  board,  the board shall adopt a resolution
recommending that the voluntary dissolution proceedings be  revoked  and
directing submission of the proposed revocation to a vote of the members
entitled to vote thereon.
(B)    Revocation  of  the  voluntary dissolution proceedings shall be
authorized by two-thirds vote as provided in paragraph  (c)  of  section
613 (Vote of members).
(2)    If there are no members entitled to vote thereon, revocation of
the voluntary dissolution proceedings shall be authorized by the vote of
a majority of the directors then in office.
(3)  If approval of the dissolution of a corporation by a governmental
body or officer is required, as provided in paragraph (c)    of  section
1002  (Authorization  of  plan),  and  such  approval  has  been  given,
revocation  of  the  voluntary  dissolution  proceedings  shall  not  be
authorized without approval thereof by such body or officer.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1013 - Dissolution of Certain Firemen's Benevolent Associations.

§ 1013. Dissolution of certain firemen's benevolent associations.
(a) An incorporated firemen's benevolent association created by act of
the  legislature  may dissolve in accordance with the provisions of this
article.
(b) Any such corporation authorized to have paid to  it  foreign  fire
insurance  premium  taxes  imposed  under  sections 9104 and 9105 of the
insurance law shall, in addition  to  any  other  requirements  of  this
article,  file  with  the superintendent of financial services a copy of
the certificate of  dissolution.  Moneys  then  due  and  owing  to  the
corporation under said sections, and moneys thereafter otherwise payable
to  the corporation pursuant to such authorization, shall be distributed
as provided in said sections.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1101 - Attorney-General's Action for Judicial Dissolution.

§ 1101. Attorney-general's action for judicial dissolution.
(a)  The attorney-general may bring an action for the dissolution of a
corporation upon one or more of the following grounds:
(1) That the corporation procured  its  formation  through  fraudulent
misrepresentation or concealment of a material fact.
(2)  That the corporation has exceeded the authority conferred upon it
by law, or has violated any provision of law whereby  it  has  forfeited
its  charter,  or  carried on, conducted or transacted its business in a
persistently fraudulent or illegal manner, or by the abuse of its powers
contrary to  public  policy  of  the  state  has  become  liable  to  be
dissolved.
(b)  An  action  under  this section is triable by jury as a matter or
right.
(c) The enumeration in paragraph (a) of grounds for dissolution  shall
not  exlude  actions  or  special proceedings by the attorney-general or
other state officials for the annulment or dissolution of a  corporation
for  other causes as provided in this chapter or in any other statute of
this state.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1102 - Judicial Dissolution; Petition by Directors or Members; Petition in Case of Deadlock Among Directors or Members.

§ 1102. Judicial dissolution; petition by directors or members; petition
in case of deadlock among directors or members.
(a)    A petition for the judicial dissolution of a corporation may be
presented:
(1)  By a majority of the directors then in office, or by the members,
or such of them as are designated for such purpose, when  authorized  to
do  so by a resolution adopted by majority vote as provided in paragraph
(c) of section 613 (Vote of members) (provided that, notwithstanding any
provision of the certificate of incorporation or the by-laws, a members'
meeting to consider such a resolution may be called, no more often  than
once  in  any period of twelve consecutive months, by ten percent of the
members entitled to vote thereon or by such lesser percentage or  number
of  members  as  may  be provided in the certificate of incorporation or
by-laws), in the following cases:
(A)  The assets of the corporation are not sufficient to discharge its
liabilities.
(B)  Dissolution will be beneficial to the members.
(2)  By ten percent of the total number of members or by any director,
in the following cases:
(A)  The directors are so divided respecting  the  management  of  the
corporation's  affairs  that  the votes required for action by the board
cannot be obtained.
(B)   The members are so divided  that  the  votes  required  for  the
election of directors cannot be obtained.
(C)   There is internal dissension and two or more factions of members
are so divided that dissolution would be beneficial to the members.
(D)   The directors or members in  control  of  the  corporation  have
looted  or wasted the corporate assets, have perpetuated the corporation
solely for their  personal  benefit,  or  have  otherwise  acted  in  an
illegal, oppressive or fraudulent manner.
(E)  The corporation is no longer able to carry out its purposes.
(b)    In any proceeding for judicial dissolution the attorney-general
shall be a necessary party.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1103 - Contents of Petition for Judicial Dissolution.

§ 1103. Contents of petition for judicial dissolution.
A  petition  for  dissolution  shall  specify  the  section,  and  the
  subparagraph or subparagraphs thereof, under which it is authorized  and
  state  the reasons why the corporation should be dissolved.  It shall be
  verified by the petitioner or by one of the petitioners.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1104 - Order to Show Cause; Issuance; Publication, Service, Filing.

§ 1104. Order to show cause; issuance; publication, service, filing.
(a)  Upon the presentation of such a petition, the court shall make an
order  requiring  the  corporation  and  all  persons  interested in the
corporation to show cause before it, or before a referee  designated  in
the  order,  at  a  time and place therein specified, not less than four
weeks after the granting of the order, why the corporation should not be
dissolved.    In  connection  therewith,  the  court   may   order   the
corporation,  its  officers  and  directors, to furnish the court with a
schedule of all information, known or ascertainable with  due  diligence
by  them,  deemed  pertinent  by the court, including a statement of the
corporate assets and liabilities, and  the  name  and  address  of  each
member   and   of   each  creditor  and  claimant,  including  any  with
unliquidated or contingent claims and any with whom the corporation  has
unfulfilled contracts.
(b)    A  copy  of  the  order  to  show  cause  shall be published as
prescribed therein, at least once in each of the three weeks before  the
time  appointed  for  the  hearing  thereon,  in one or more newspapers,
specified in the order, of general circulation in the  county  in  which
the office of the corporation is located at the date of the order.
(c)   A copy of the order to show cause shall be served upon the state
tax commission and the corporation and upon each  person  named  in  the
petition, or in any schedule provided for in paragraph (a), as a member,
creditor or claimant, except upon a person whose address is stated to be
unknown and cannot with due diligence be ascertained by the corporation.
The  service shall be made personally, at least ten days before the time
appointed for the hearing, or by mailing a copy of  the  order,  postage
prepaid, at least twenty days before the time so appointed, addressed to
the person to be served at his last known address.
(d)    A  copy  of  the  order to show cause and the petition shall be
filed, within ten days after the order is entered, with the clerk of the
county where the office of the corporation is located at the date of the
order.   A copy of each schedule  furnished  to  the  court  under  this
section shall, within ten days thereafter, be filed with such clerk.
(e)    Publication,  service  and  filing provided for in this section
shall be effected by the corporation or such other persons as the  court
may order.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1105 - Amending Papers.

§ 1105. Amending papers.
At  any  stage,  before  final  order,  the  court  may grant an order
  amending the petition or any other paper filed in the action or  special
  proceeding,  with  like effect as though originally filed as amended, or
  otherwise as the court may direct.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1106 - Referee.

§ 1106. Referee.
If a referee was not designated in the order to show cause, the court,
  in  its  discretion,  may  appoint  a referee when or after the order is
  returnable.  The court may at any time appoint a successor referee.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1107 - Hearing and Decision.

§ 1107. Hearing and decision.
At  the time and place specified in the order to show cause, or at any
  other time and place to which the hearing is adjourned, the court or the
  referee shall hear  the  allegations  and  proofs  of  the  parties  and
  determine  the  facts.    The decision of the court or the report of the
  referee shall be made and filed with the clerk of  the  court  with  all
  convenient speed.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1108 - Application for Final Order.

§ 1108. Application for final order.
When  the hearing is before a referee, a motion for a final order must
  be made to the court upon notice to each party to the action or  special
  proceeding who has appeared therein.  The notice of motion may be served
  as prescribed for the service of papers upon an attorney in an action in
  such  court.  When the hearing is before the court, a motion for a final
  order may be made at the hearing or at such time and upon such notice as
  the court prescribes.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1109 - Judgment or Final Order of Dissolution.

§ 1109. Judgment or final order of dissolution.
(a)  In  an action or special proceeding under this article if, in the
court's discretion, it shall  appear  that  the  corporation  should  be
dissolved,  it  shall  make  a  judgment  or  final order dissolving the
corporation.
(b) In making its decision, the court shall  take  into  consideration
the following criteria:
(1)  In an action brought by the attorney-general, the interest of the
public is of paramount importance.
(2) In a special proceeding  brought  by  directors  or  members,  the
benefit to the members of a dissolution is of paramount importance.
(c)  If the judgment or final order shall provide for a dissolution of
the corporation, the court may, in its discretion, provide  therein  for
the  distribution  of  the property of the corporation to those entitled
thereto according to  their  respective  rights.  Any  property  of  the
corporation  described  in  subparagraph one of paragraph (c) of section
1002-a (Carrying out the plan of dissolution and distribution of assets)
shall be distributed in accordance with that section.
(d) The clerk of the court or such  other  person  as  the  court  may
direct shall transmit certified copies of the judgment or final order of
dissolution to the department of state and to the clerk of the county in
which  the  office  of  the  corporation  was located at the date of the
judgment  or  order.  Upon  filing  by  the  department  of  state,  the
corporation shall be dissolved.
(e)  The  corporation  shall  promptly thereafter transmit a certified
copy of the judgment or final order to the clerk of each other county in
which its certificate of incorporation was filed.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1110 - Venue.

§ 1110. Venue.
An action or special proceeding under this article shall be brought in
  the  supreme  court  in the judicial district in which the office of the
  corporation is located at the time of the service on the corporation  of
  a  summons  in  such  action  or of the presentation to the court of the
  petition in such special proceeding.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1111 - Preservation of Assets; Appointment of Receiver.

§ 1111. Preservation of assets; appointment of receiver.
At  any  stage  of an action or special proceeding under this article,
  the court may, in its discretion, make all such orders as  it  may  deem
  proper  in  connection  with preserving the property and carrying on the
  business of the corporation, including the appointment and removal of  a
  receiver under article 12 (Receivership), who may be a director, officer
  or member of the corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1112 - Certain Sales, Transfers, Security Interests and Judgments Void.

§ 1112. Certain sales, transfers, security interests and judgments void.
A  sale, mortgage, conveyance or other transfer of, or the creation of
  a security interest in any property of a corporation made, without prior
  approval of the court, after service upon the corporation of  a  summons
  in  an  action,  or  of  an order to show cause in a special proceeding,
  under this article in payment of or as security for an existing or prior
  debt or for any other or for no consideration, or a judgment  thereafter
  rendered against the corporation by confession or upon the acceptance of
  any offer, shall be void as against such persons and, to such extent, if
  any, as the court shall determine.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1113 - Injunction.

§ 1113. Injunction.
(a)    At  any  stage  of  an  action or special proceeding under this
article,  the  court  may,  in  its  discretion,  grant  an  injunction,
effective  during  the  pendency  of the action or special proceeding or
such shorter period as it may specify in the injunction, for one or more
of the following purposes:
(1)  Restraining the corporation and its directors and  officers  from
conducting any unauthorized activities and from exercising any corporate
powers, except by permission of the court.
(2)    Restraining the corporation and its directors and officers from
collecting or receiving any debt or other property of  the  corporation,
and from paying out or otherwise transferring or delivering any property
of the corporation, except by permission of the court.
(3)    Restraining the creditors of the corporation from beginning any
action against the corporation, or from taking  any  proceedings  in  an
action  theretofore  commenced, except by permission of the court.  Such
injunction shall have the  same  effect  and  be  subject  to  the  same
provisions  of  law as if each creditor upon whom it is served was named
therein.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1114 - Discontinuance of Action or Special Proceeding.

§ 1114. Discontinuance of action or special proceeding.
An  action  or special proceeding for the dissolution of a corporation
  may be discontinued at any stage when it is established that  the  cause
  for  dissolution  did not exist or no longer exists.  In such event, the
  court shall dismiss the action or  special  proceeding  and  direct  any
  receiver to redeliver to the corporation all its remaining property.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 11 - Judicial Dissolution › 1115 - Applicability of Other Provisions.

§ 1115. Applicability of other provisions.
(a)  Subject  to  the  provisions  of  this article, the provisions of
sections  1006  (Corporate  action  and  survival  of   remedies   after
dissolution),  1007  (Notice to creditors; filing or barring claims) and
1008  (Jurisdiction  of  supreme  court  to  supervise  dissolution  and
liquidation) shall apply to a corporation dissolved under this article.
(b)  Any orders provided for in section 1008, may be made at any stage
of an action or special proceeding  for  dissolution  of  a  corporation
under  this  article,  and  if  the  corporation is dissolved under this
article, the court may retain jurisdiction for  the  purpose  of  making
such   orders,   after  the  dissolution,  in  such  action  or  special
proceeding. The court may also make  such  orders  in  separate  special
proceedings, as provided in section 1008.
(c)  Notice  to creditors and claimants, provided for in section 1007,
may also be given, by order of the court, at any stage of an  action  or
special proceeding for dissolution of a corporation under this article.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1201 - Action by Judgment Creditor for Sequestration.

§ 1201. Action by judgment creditor for sequestration.
Where  final  judgment  for a sum of money has been rendered against a
  corporation, and an execution issued thereupon to  the  sheriff  of  the
  county  where  the  corporation  conducts  its  activities, or where its
  office is located, has been returned wholly or partly  unsatisfied,  the
  judgment   creditor  may  maintain  an  action  to  procure  a  judgment
  sequestrating the property  of  the  corporation  and  providing  for  a
  distribution thereof.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1202 - Appointment of Receiver of Property of a Domestic or Foreign Corporation.

§ 1202. Appointment  of  receiver  of  property of a domestic or foreign
corporation.
(a)  A receiver of the property of a corporation can be appointed only
by the court, and in one of the following cases:
(1)   An  action  or  special  proceeding  brought  under  article  10
(Non-judicial dissolution) or 11 (Judicial dissolution).
(2)    An  action  under section 1201 (Action by judgment creditor for
sequestration).
(3)   An action brought by  the  attorney-general  under  section  112
(Actions  or special proceedings by attorney-general), or brought by the
attorney-general or by a member to preserve the assets of a corporation,
which has no officer within this state qualified to administer them.
(4)  An action to preserve the assets in  this  state,  of  any  kind,
tangible  or  intangible,  of  a  foreign  corporation  which  has  been
dissolved,  nationalized  or  its  authority  or   existence   otherwise
terminated  or  cancelled  in  the  jurisdiction of its incorporation or
which has ceased to conduct its activities, brought by any  creditor  or
member  of  such  corporation  or  by  one  on  whose behalf an order of
attachment against the property of such corporation has been issued.
(5)  An action brought for the foreclosure of a mortgage upon property
of the corporation, where the mortgage debt or the interest thereon  has
remained  unpaid  for  at  least  thirty days after payment demanded and
where either the income of the property is specifically mortgaged or the
property itself appears to be insufficient to pay the mortgage debt.   A
receiver appointed under this subparagraph shall be receiver only of the
property upon which the mortgage is being foreclosed.
(6)    An  application of the regents of the university, in aid of the
liquidation of a corporation whose dissolution they contemplate or  have
decreed; or on the application of the trustees of such a corporation, on
notice to the regents.
(b)    A  receiver shall be subject to the control of the court at all
times and may be removed by the court at any time.
(c)   All actions or special  proceedings  brought  by  or  against  a
receiver  shall  have a preference upon the calendars of all courts next
in order to actions or special proceedings brought by the people of  the
state of New York.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1203 - Temporary and Permanent Receiver.

§ 1203. Temporary and permanent receiver.
(a)  At any stage before final judgment or final order in an action or
special proceeding brought under this article, the court may appoint one
or more receivers of the property of the corporation or of the  property
in  this state of a foreign corporation against which an action has been
brought under subparagraph (4) of paragraph (a) of section 1202 of  this
article.   Notice   of   an   application   shall   be   given   to  the
attorney-general, to each governmental body or officer whose consent  is
required  for  the  dissolution  of  such corporation, and to such other
persons and in such manner as the court directs.  The  determination  by
the  court  of the necessity or advisability of appointing a receiver or
an attorney for a receiver, and the allowance of  expenses,  commissions
or  compensation  to  the receiver or such attorney, shall be subject to
review on appeal. This provision shall not affect  any  other  right  to
review on appeal.
(b)  A  receiver appointed by or under a final judgment or order in an
action or special proceeding, or a temporary receiver who  is  continued
by  the  final judgment or order, is a permanent receiver. The court may
confer upon a temporary receiver the powers, and subject  the  temporary
receiver to the duties of a permanent receiver, or so much thereof as it
deems proper.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1204 - Oath and Security.

§ 1204. Oath and security.
A  receiver,  before  entering upon his or her duties, shall: (a) Take
and subscribe an oath that he  or  she  will  faithfully,  honestly  and
impartially  discharge  the  trust committed to him or her, and the oath
shall be filed with the clerk of  the  court  in  which  the  action  or
special proceeding is pending.
(b)  File  with  the clerk of such court a bond to the people, with at
least two sufficient sureties or a bond  executed  by  any  fidelity  or
surety  company  authorized  by  the  laws  of  this  state  to transact
business, in a penalty  fixed  by  the  court  appointing  him  or  her,
conditioned for the faithful discharge of his or her duties as receiver.
The  court may at any time direct a receiver to give a new bond with new
sureties and with like condition.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1205 - Designation of Depositories by Court.

§ 1205. Designation of depositories by court.
All  orders  appointing  a  receiver  of a corporation shall designate
  therein one or  more  places  of  deposit,  wherein  all  funds  of  the
  corporation not needed for immediate disbursement shall be deposited and
  no  other deposits and no investment of such funds shall be made, except
  upon the order of the court.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1206 - Powers of Permanent Receiver.

§ 1206. Powers of permanent receiver.
(a) A permanent receiver, upon qualifying under section 1204 (Oath and
security),  shall  be  vested  with  title  to  all  the property of the
corporation wherever situated or of the property  in  this  state  of  a
foreign  corporation  against  which an action or special proceeding has
been brought under subparagraph (a) (4) of section 1202 (Appointment  of
receiver  of  property  of  a  domestic or foreign corporation), for the
benefit of the creditors and members of the corporation.
(b) A permanent receiver shall have the power:
(1) To sue in his own name  or  otherwise  for  the  recovery  of  the
property,  debts  and causes of action of the corporation. No set-off or
counterclaim shall be allowed in any such action for any  demand  unless
it was owing by the corporation to the defendant before the commencement
of  the action or special proceeding in which the receiver was appointed
or unless it shall have been incurred by the receiver subsequent to  his
appointment.
(2)  To  sell at public or private sale all the property vested in the
permanent receiver, in such manner and on such terms and  conditions  as
the  court shall direct, and to make necessary transfers and conveyances
thereof.
(3) To examine on oath, to be administered by the permanent  receiver,
any  person  concerning  any  matter  pertaining  to  or  affecting  the
receivership.
(4) To settle or compound any demands by or against the receivership.
(c) When more than one receiver is appointed, all provisions  in  this
article in reference to one receiver shall apply to them.
(d)  When  more than one receiver is appointed, the debts and property
of the corporation may be collected and received by any  of  them;  when
more  than  two receivers are appointed, the powers and rights conferred
on them may be exercised by any two.
(e) When  more  than  one  receiver  is  appointed,  the  survivor  or
survivors  of such receivers shall have all the powers and rights of the
receivers.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 12 - Receivership › 1208 - Penalty for Concealing Property From Receiver.

§ 1208. Penalty for concealing property from receiver.
Any   persons   having   possession   of  property  belonging  to  the
  corporation, who  shall  wrongfully  withhold  such  property  from  the
  receiver  after the day specified in the notice given under section 1207
  (Duties of receiver upon appointment), shall  forfeit  to  the  receiver
  double  the  value of such property, and the same may be recovered in an
  action by the receiver.