reglab/statecodes huggingface dataset:
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 623 - Members' Derivative Action Brought in the Right of the Corporation to Procure a Judgment in Its Favor.

§ 623. Members'   derivative   action   brought  in  the  right  of  the
corporation to procure a judgment in its favor.
(a) An action may be brought in the right of  a  domestic  or  foreign
corporation  to  procure a judgment in its favor by five percent or more
of any class of members or by such percentage of the holders of  capital
certificates  or  of  the owners of a beneficial interest in the capital
certificates of such corporation.
(b) In any such action, it shall be made to appear that each plaintiff
is such a member, holder or owner at the time of bringing the action.
(c)  In  any  such  action,  the  complaint  shall  set   forth   with
particularity  the  efforts of the plaintiff or plaintiffs to secure the
initiation of such action by the board of the reason for not making such
effort.
(d) Such action shall not  be  discontinued,  compromised  or  settled
without the approval of the court having jurisdiction of the action.  If
the  court  shall  determine that the interests of the members or of any
class  or  classes  thereof  will  be  substantially  affected  by  such
discontinuance,  compromise or settlement, the court, in its discretion,
may direct that notice, by publication or otherwise, shall be  given  to
the  members  or  class or classes thereof whose interests it determines
will be so affected; if notice is so directed to be given, the court may
determine which one or more of the parties to the action shall bear  the
expense  of giving the same, in such amount as the court shall determine
and find to be reasonable in the circumstances, and the amount  of  such
expense  shall be awarded as special costs of the action and recoverable
in the same manner as statutory taxable costs.
(e) If the action on behalf of  the  corporation  was  successful,  in
whole  or  in  part,  or  if  anything  was received by the plaintiff or
plaintiffs or a claimant or claimants  as  the  result  of  a  judgment,
compromise  or settlement of an action or claim, the court may award the
plaintiff or plaintiffs, claimant  or  claimants,  reasonable  expenses,
including  reasonable  attorney's  fees, and shall direct him or them to
account to the corporation for the remainder of the proceeds so received
by him or them. This paragraph shall not apply to any judgment  rendered
for the benefit of injured members or non-record owners only and limited
to a recovery of the loss or damage sustained by them.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 6 - Members › 624 - Notification to Tenants.

§ 624. Notification to tenants.
Upon  the adoption, amendment or repeal of the by-laws by the board of
  directors pursuant to paragraph (g) of section 602 (By-laws), where such
  change would have a direct effect on the  resident's  occupancy  or  the
  rules  of  the  building, the board of directors shall post the adopted,
  amended, or repealed by-laws conspicuously to  ensure  tenants  will  be
  aware of such adoption.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 701 - Board of Directors.

§ 701. Board of directors.
(a)  Except as otherwise provided in the certificate of incorporation,
a corporation shall be managed by its board of directors. Each  director
shall  be  at  least  eighteen  years  of age; provided, however, that a
member of the board of directors of any girl scout council chartered  by
Girl  Scouts  of  the  United  States of America, Inc., or any Camp Fire
Girls club member serving as a member of the board of directors  on  the
National  Board  and National Council of Camp Fire Girls, Inc. or on the
local board of the Camp Fire Girls, Inc. or  any  member  of  Aspira  of
America  Inc.  or  Aspira  of  New  York  Inc.  serving  on the board of
directors, shall be at least sixteen years of age.  Notwithstanding  the
above,  a  corporation  organized for educational purposes primarily for
the benefit of individuals below eighteen years of age may  include  one
director  below  eighteen  years of age who is at least sixteen years of
age.  Further,  a  corporation  organized  for  recreational  or   youth
development  and  delinquency  prevention  purposes  primarily  for  the
benefit of individuals below eighteen years of age may  include  one  or
more  directors,  the  number  of which shall not exceed one-half of the
total number of directors for a quorum for the transaction of  business,
who  are  at  least  sixteen years of age but not over eighteen years of
age. The certificate of incorporation or the by-laws may prescribe other
qualifications  for  directors,  provided,  however,   any   corporation
organized for recreation or youth development and delinquency prevention
purposes,  when  increasing  the number of directors between the ages of
sixteen and eighteen years old to more than one, shall prescribe in  its
certificate  of incorporation the number of such directors not to exceed
the limitations of this paragraph.
(b) If the certificate of incorporation vests the  management  of  the
corporation,  in whole or in part, in one or more persons other than the
board, individually or collectively, such other person or persons  shall
be  subject  to  the  same  obligations  and  the  same  liabilities for
managerial acts or omissions as  are  imposed  upon  directors  by  this
chapter.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 702 - Number of Directors.

§ 702. Number of directors.
(a) The number of directors constituting the entire board shall be not
less than three. Subject to such limitation, such number may be fixed by
the  by-laws  or  by  action  of  the  members or of the board under the
specific provisions of a by-law allowing such action, or by  any  number
within  a  range  set forth in the by-laws. If not otherwise fixed under
this paragraph, the number shall be three.
(b) The number of directors may be increased or decreased by amendment
of the by-laws or by action of the members, or of the  board  under  the
specific provisions of a by-law, subject to the following limitations:
(1)  If the board is authorized by the by-laws to change the number of
directors, whether by amending the by-laws or by taking action under the
specific provisions of a by-law, such amendment or action shall  require
the vote of a majority of the entire board.
(2) No decrease shall shorten the term of any incumbent director.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 703 - Election and Term of Office of Directors; Alternates.

§ 703. Election and term of office of directors; alternates.
(a)  A  corporation may provide in its certificate of incorporation or
by-laws for directors to be elected or appointed at large, or by special
districts or membership sections, or by virtue of their office or former
office in the corporation or other entity,  public  or  private,  or  by
bondholders pursuant to paragraph (c) of section 506 (Bonds and security
interests) voting as a class, or any combination thereof.
(b)  Directors shall be elected or appointed in the manner and for the
term of office provided in  the  certificate  of  incorporation  or  the
by-laws.  The  term  of office of directors, other than those elected or
appointed by virtue of their office or former office in the  corporation
or other entity, public or private, shall not exceed five years; and, if
the board is classified under section 704 (Classification of directors),
such  term  shall  not  exceed  a number of years equal to the number of
classes into which  the  board  is  classified.  In  the  absence  of  a
provision fixing the term, it shall be one year.
(c)  Each  director shall hold office until the expiration of the term
for which he is elected or appointed, and until his successor  has  been
elected or appointed and qualified.
(d)  If  the  certificate  of  incorporation  or by-laws so provide, a
special district or membership section entitled to elect or appoint  one
or  more  directors  may  elect  or  appoint  an alternate for each such
director. In the absence of a director from a meeting of the board,  his
alternate  may, upon written notice to the secretary of the corporation,
attend such  meeting  and  exercise  therein  the  rights,  powers,  and
privileges  of  the  absent  director.  When  so  exercising the rights,
powers, and privileges of the absent director, such alternate  shall  be
subject  in  all  respects  to  the provisions of this chapter governing
directors.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 704 - Classification of Directors.

§ 704. Classification of directors.
(a)  The  certificate  of  incorporation  or a by-law may provide that
directors elected or appointed at large shall  be  divided  into  either
two,  three,  four  or  five classes for the purpose of staggering their
terms of office and that  all  or  some  of  the  directors  elected  or
appointed  otherwise  than  at large shall be divided into the same or a
different number of classes, not exceeding five, for the  same  purpose.
All  classes of each type shall be as nearly equal in number as possible
and, if provision has been made for cumulative voting under section  617
(Cumulative voting), no class shall include less than three directors.
(b) The terms of office of the directors initially classified shall be
as  follows:  that  of  the  first class shall expire at the next annual
meeting of members if there be members, or of the board if there  be  no
members,  the  second class at the second succeeding annual meeting, the
third class, if any, at the third succeeding annual meeting, the  fourth
class,  if  any,  at  the fourth succeeding annual meeting and the fifth
class, if any, at  the  fifth  succeeding  annual  meeting.  After  such
initial classification, directors to replace those whose terms expire at
each  annual  meeting  shall  be elected or appointed at such meeting to
hold office for a full term in accordance with such classification.
(c) If directors  are  classified  and  the  number  of  directors  is
thereafter changed by action of the board:
(1)  Any  newly created directorships or any decrease in directorships
shall be so apportioned among the classes as  to  make  all  classes  as
nearly equal in number as possible.
(2)  If  newly  created  directorships  are  filled  by the board in a
corporation having members, there shall  be  no  classification  of  the
additional directors until the next annual meeting of members.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 705 - Newly Created Directorships and Vacancies.

§ 705. Newly created directorships and vacancies.
(a)  Newly  created  directorships  resulting  from an increase in the
number of directors elected or appointed at large, and  vacancies  among
such  directors  for  any reason, may be filled by vote of a majority of
the directors then in office, regardless of  their  number,  unless  the
certificate  of  incorporation  or  the  by-laws provide that such newly
created directorships or vacancies  shall  be  filled  by  vote  of  the
members.
(b)   Vacancies  among  directors  elected  or  appointed  by  special
districts or membership sections, or by bondholders voting as  a  class,
shall  be  filled  by  action  of  the persons entitled to vote thereon;
except that, if a vacancy remains  unfilled  for  six  months  after  it
occurs, and by reason of the absence, illness, or other inability of one
or  more  of  the  remaining  directors  a quorum of the board cannot be
obtained, the remaining directors, or a majority of them, may appoint  a
director to fill such vacancy.
(c)  Unless  otherwise provided in the certificate of incorporation or
bylaws, a director  elected  or  appointed  to  fill  a  vacancy  in  an
unexpired  term  shall  hold  office until the end of the term which the
director was elected  or  appointed  to  fill,  or  for  a  term  to  be
determined  by the board which ends at an annual meeting, subject to the
limitations on terms of office in paragraph (b) of section seven hundred
three of this article, and until his successor is elected  or  appointed
and qualified.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 706 - Removal of Directors.

§ 706. Removal of directors.
(a)  Except  as  limited in paragraph (c), any or all of the directors
may be removed for cause by vote of the  members,  or  by  vote  of  the
directors provided there is a quorum of not less than a majority present
at the meeting of directors at which such action is taken.
(b)  Except  as  limited  in  paragraph  (c),  if  the  certificate of
incorporation or the by-laws so provide, any or all of the directors may
be removed without cause by vote of the members.
(c) The removal of directors, with or without cause,  as  provided  in
paragraphs (a) and (b) is subject to the following:
(1) In the case of a corporation having cumulative voting, no director
may  be  removed  when  the  votes  cast  against  his  removal would be
sufficient to elect him if voted cumulatively at an  election  at  which
the  same  total  number of votes were cast and the entire board, or the
entire class of directors of which he  is  a  member,  were  then  being
elected; and
(2)  When by the provisions of the certificate of incorporation or the
by-laws the members of any class or group,  or  the  holders  of  bonds,
voting  as  a  class,  are  entitled to elect one or more directors, any
director so elected may be removed only by the applicable  vote  of  the
members  of that class or group, or the holders of such bonds, voting as
a class.
(d) An action to procure a judgment removing a director for cause  may
be  brought  by  the  attorney-general  or by ten percent of the members
whether or not entitled to vote. The court may bar from re-election  any
director so removed for a period fixed by the court.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 707 - Quorum of Directors.

§ 707. Quorum of directors.
Unless  a  greater  proportion  is  required by this chapter or by the
  certificate of incorporation or by a by-law adopted by  the  members,  a
  majority  of  the  entire  board  shall  constitute  a  quorum  for  the
  transaction of business or of any specified  item  of  business,  except
  that  the certificate of incorporation or the by-laws may fix the quorum
  at less than a majority of the entire board, provided that in  the  case
  of  a  board  of  fifteen  members  or less the quorum shall be at least
  one-third of the entire number of members and in the case of a board  of
  more than fifteen members the quorum shall be at least five members plus
  one  additional  member  for  every ten members (or fraction thereof) in
  excess of fifteen.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 708 - Action by the Board.

§ 708. Action by the board.
(a)  Except  as  otherwise  provided in this chapter, any reference in
this chapter to corporate action to be taken by  the  board  shall  mean
such action at a meeting of the board.
(b) Unless otherwise restricted by the certificate of incorporation or
the  by-laws,  any action required or permitted to be taken by the board
or any committee thereof may be taken without a meeting if  all  members
of  the  board  or the committee consent to the adoption of a resolution
authorizing the action. Such consent may be written  or  electronic.  If
written,  the  consent  must be executed by the director 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  director.  The  resolution  and  the
written  consents thereto by the members of the board or committee shall
be filed with the minutes of the proceedings of the board or committee.
(c) Unless otherwise restricted by the certificate of incorporation or
the by-laws, any one or more members of the board or  of  any  committee
thereof  who  is  not  physically present at a meeting of the board or a
committee may participate by means of a conference telephone or  similar
communications  equipment  or  by electronic video screen communication.
Participation by such means shall constitute presence  in  person  at  a
meeting  as  long  as  all persons participating in the meeting can hear
each other at the same time and each director  can  participate  in  all
matters  before the board, including, without limitation, the ability to
propose, object to, and vote upon a specific action to be taken  by  the
board or committee.
(d)  Except  as  otherwise  provided  in  this  chapter, the vote of a
majority of the directors present at the time of the vote, if  a  quorum
is  present  at  such time, shall be the act of the board. Directors who
are present at a meeting but not present at the time of a vote due to  a
conflict of interest or related party transaction shall be determined to
be  present  at  the  time  of the vote for purposes of determining if a
quorum is present at such time.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 709 - Greater Requirement as to Quorum and Vote of Directors.

§ 709. Greater requirement as to quorum and vote of directors.
(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 directors that shall constitute a quorum
for the transaction of business or of any  specified  item  of  business
shall  be  greater than the proportion prescribed by this chapter in the
absence of such provision.
(2) That the proportion of votes of directors that shall be  necessary
for  the  transaction  of  business or of any specified item of business
shall be greater than the proportion prescribed by this chapter  in  the
absence of such provision.
(b) An amendment by the members of the certificate of incorporation or
of the by-laws which adds a provision permitted by this section or which
changes  or strikes out such a provision, shall be authorized by vote of
two-thirds of the members entitled to vote or of such greater proportion
as may be provided specifically in the certificate of  incorporation  or
the by-law for adding, changing or striking out a provision permitted by
this section.
(c) If there are no members, an amendment by the board of directors of
the  certificate  of  incorporation or the by-law which adds a provision
permitted by this section  or  which  changes  or  strikes  out  such  a
provision, shall be authorized at a meeting by vote of two-thirds of the
entire  board,  or  of  such  greater  proportion  as  may  be  provided
specifically in the certificate  of  incorporation  or  the  by-law  for
adding, changing or striking out a provision permitted by this section.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 710 - Place and Time of Meetings of the Board.

§ 710. Place and time of meetings of the board.
(a)  Meetings of the board, annual, regular or special, may be held at
any place within or without this state, unless otherwise provided by the
certificate of incorporation or the by-laws.
(b) The time and place for holding annual or regular meetings  of  the
board  shall  be  fixed by or under the by-laws, or, if not so fixed, by
the board.
(c) A special meeting may be called at any time by  the  president  or
other  corporate  officer as provided in the by-laws or as determined by
the board; and, in the case of a corporation  without  members,  by  any
director  upon  written  demand of not less than one-fifth of the entire
board.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 711 - Notice of Meetings of the Board.

§ 711. Notice of meetings of the board.
(a)  Unless otherwise provided by the by-laws, regular meetings of the
board may be held without notice if the time and place of such  meetings
are  fixed  by  the  by-laws or the board. Special meetings of the board
shall be held upon notice to the directors.
(b) The by-laws may prescribe what shall constitute notice of  meeting
of  the  board.  A  notice,  or  waiver  of notice, need not specify the
purpose of any regular or special meeting of the board, unless  required
by the by-laws.
(c)  Notice  of a meeting need not be given to any alternate director,
nor to any director who submits a waiver of  notice  whether  before  or
after  the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to him.  Such  waiver
of  notice  may be written or electronic. If written, the waiver must be
executed by the director 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 director.
(d) A majority of the directors present, whether or not  a  quorum  is
present,  may  adjourn  any  meeting  to  another time and place. If the
by-laws so provide, notice of any adjournment of a meeting of the  board
to  another  time  or place shall be given to the directors who were not
present at the time of the adjournment and, unless such time  and  place
are announced at the meeting, to the other directors.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 712 - Executive Committee and Other Committees.

§ 712. Executive committee and other committees.
(a)  The  certificate  of incorporation, the by-laws, or the board may
create committees of  the  board,  each  consisting  of  three  or  more
directors.  The board shall appoint the members of such committee of the
board, except that in the case of any  executive  committee  or  similar
committee  however  denominated,  the  appointment  shall  be  made by a
majority of the entire board, provided that in the case of  a  board  of
thirty  members  or  more,  the  appointment  shall  be made by at least
three-quarters of the directors present at the time of the  vote,  if  a
quorum  is  present  at  that time. In addition, the by-laws may provide
that  directors  who  are  the  holders  of  certain  positions  in  the
corporation  shall  be  ex-officio  members of specific committees. Each
such committee shall have the authority  of  the  board  to  the  extent
provided in a board resolution or in the certificate of incorporation or
by-laws, except that no committee of any kind shall have authority as to
the following matters:
(1)  The  submission  to  members  of  any  action  requiring members'
approval under this chapter.
(2) The filling of vacancies in the  board  of  directors  or  in  any
committee.
(3)  The  fixing  of  compensation of the directors for serving on the
board or on any committee.
(4) The amendment or repeal of the by-laws  or  the  adoption  of  new
by-laws.
(5)  The  amendment  or repeal of any resolution of the board which by
its terms shall not be so amendable or repealable.
(6) The election or removal of officers and directors.
(7) The approval of a merger or plan of dissolution.
(8) The adoption of a resolution recommending to the members action on
the sale, lease, exchange or other disposition of all  or  substantially
all  the assets of a corporation or, if there are no members entitled to
vote, the authorization of such transaction.
(9) The approval of amendments to the certificate of incorporation.
(b) The board may designate one or more directors as alternate members
of any committee, who may replace any absent member or  members  at  any
meeting of such committee.
(d)  Each  committee  of  the board shall serve at the pleasure of the
board. The designation of any such committee and the delegation  thereto
of  authority  shall  not  alone relieve any director of his duty to the
corporation under section 717 (Duty of directors and officers).
(e) Committees, other than committees of the board, whether created by
the board or by the members, shall be committees of the corporation.  No
such  committee  shall  have the authority to bind the board. Members of
such committees of the corporation, who may be non-directors,  shall  be
elected  or  appointed in the manner set forth in the by-laws, or if not
set forth in the  by-laws,  in  the  same  manner  as  officers  of  the
corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 713 - Officers.

§ 713. Officers.
(a)  The board may elect or appoint a chair or president, or both, one
or more vice-presidents, a secretary and a  treasurer,  and  such  other
officers  as  it  may  determine,  or as may be provided in the by-laws.
These officers may be designated by such  alternate  titles  as  may  be
provided  in the certificate of incorporation or the by-laws. Any two or
more offices may be held by the  same  person,  except  the  offices  of
president and secretary, or the offices corresponding thereto.
(b)  The  certificate  of  incorporation  or  a  by-law adopted by the
members may provide that all officers or that specified  officers  shall
be  elected  by the members instead of by the board, or it may authorize
the president to appoint the other officers, or some of them, subject to
approval by the board.
(c) Each officer shall hold office  for  the  term  for  which  he  is
elected  or  appointed,  and  until  his  successor  has been elected or
appointed and qualified. Unless otherwise provided in the certificate of
incorporation or the by-laws, all officers shall be elected or appointed
annually.
(d) The certificate of incorporation or the by-laws may  provide  that
any  one or more officers shall be ex-officio members of the board, with
voting rights unless specified otherwise.
(e) All officers as between themselves and the corporation shall  have
such  authority  and  perform  such  duties  in  the  management  of the
corporation as may be provided in the by-laws or, to the extent  not  so
provided,  by  the  board.  The  board  may  require any officer to give
security for the faithful performance of his duties.
(f) No employee of the corporation shall serve as chair of  the  board
or  hold any other title with similar responsibilities, unless the board
approves such employee serving as chair of the  board  by  a  two-thirds
vote  of the entire board and contemporaneously documents in writing the
basis for the board approval; provided, however, that no  such  employee
shall  be  considered  an  independent director for the purposes of this
chapter.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 714 - Removal of Officers.

§ 714. Removal of officers.
(a)  Any  officer  elected or appointed by the board may be removed by
the board with or without cause. An officer elected by the members or  a
class of members may be removed, with or without cause, only by the vote
of  the members or such class of members, but his authority to act as an
officer may be suspended by the board for cause.
(b) The removal of an officer without cause shall be without prejudice
to his contract rights, if  any.  The  election  or  appointment  of  an
officer shall not of itself create contract rights.
(c)  An action to procure a judgment removing an officer for cause may
be brought by the attorney-general, by any director, by ten  percent  of
the  members,  whether or not entitled to vote, or by the holders of ten
percent of the face  value  of  the  outstanding  capital  certificates,
subvention certificates or bonds having voting rights. The court may bar
from  re-election  or  reappointment any officer so removed for a period
fixed by the court.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 716 - Loans to Directors, Officers and Key Persons.

§ 716. Loans to directors, officers and key persons.
No  loans,  other  than  through the purchase of bonds, debentures, or
  similar obligations of the type customarily sold in public offerings, or
  through ordinary deposit of  funds  in  a  bank,  shall  be  made  by  a
  corporation  to  its directors, officers or key persons, or to any other
  corporation, firm, association or other entity in which one or  more  of
  its  directors,  officers  or key persons are directors, officers or key
  persons or hold a substantial financial interest, except a loan  by  one
  charitable corporation to another charitable corporation. A loan made in
  violation  of  this  section  shall  be  a  violation of the duty to the
  corporation of the directors or officers authorizing it or participating
  in it, but the obligation of the borrower with respect to the loan shall
  not be affected thereby.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 717 - Duty of Directors, Officers and Key Persons.

§ 717. Duty of directors, officers and key persons.
(a)  Directors, officers and key persons shall discharge the duties of
their respective positions in good faith and with the care an ordinarily
prudent  person  in  a  like  position  would  exercise  under   similar
circumstances.  The  factors  set forth in subparagraph one of paragraph
(e) of section 552 (Standard of conduct in  managing  and  investing  an
institutional  fund),  if  relevant,  must  be considered by a governing
board delegating investment management of institutional  funds  pursuant
to  section  514  (Delegation  of investment management) For purposes of
this paragraph, the term institutional fund is defined  in  section  551
(Definitions).
(b)  In discharging their duties, directors, officers and key persons,
when acting in good faith, may rely on information, opinions, reports or
statements including financial statements and other financial  data,  in
each  case  prepared  or  presented  by:  (1)  one  or  more officers or
employees of the corporation, whom the director believes to be  reliable
and  competent in the matters presented, (2) counsel, public accountants
or other persons as to matters which  the  directors,  officers  or  key
persons  believe  to  be  within  such  person's  professional or expert
competence or (3) a committee of the board upon which they do not serve,
duly designated in accordance with a provision  of  the  certificate  of
incorporation  or  the  bylaws,  as  to  matters  within  its designated
authority, which  committee  the  directors,  officers  or  key  persons
believe  to  merit  confidence,  so  long as in so relying they shall be
acting in good faith and with that degree of care specified in paragraph
(a) of this section. Persons shall not be considered  to  be  acting  in
good faith if they have knowledge concerning the matter in question that
would  cause  such  reliance  to  be unwarranted. Persons who so perform
their duties shall have no liability by reason of being or  having  been
directors, officers or key persons of the corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 718 - List of Directors, Officers and Key Persons.

§ 718. List of directors, officers and key persons.
(a)  If  a  member  or  creditor of a corporation, in person or by his
attorney or agent, or a representative of the district  attorney  or  of
the  secretary  of state, the attorney general, or other state official,
makes a written demand on a corporation to inspect a current list of its
directors, officers and key persons, the corporation shall,  within  two
business  days  after receipt of the demand and for a period of one week
thereafter, make the list available for such inspection  at  its  office
during usual business hours.
(b)  Upon  refusal  by  the  corporation to make a current list of its
directors, officers and key persons available, as provided in  paragraph
(a) of this section, the person making a demand for such list may apply,
ex  parte,  to  the  supreme  court  at  a  special term held within the
judicial district where the office of the corporation is located for  an
order  directing  the corporation to make such list available. The court
may grant such order or take such other action as it may deem  just  and
proper.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 720 - Actions Against Directors, Officers and Key Persons.

§ 720. Actions against directors, officers and key persons.
(a)  An action may be brought against one or more directors, officers,
or key persons of a corporation to procure a judgment for the  following
relief:
(1) To compel the defendant to account for his official conduct in the
following cases:
(A)  The  neglect of, or failure to perform, or other violation of his
duties in the management and disposition of corporate  assets  committed
to his charge.
(B)  The  acquisition by himself, transfer to others, loss or waste of
corporate assets due to any neglect of, or failure to perform, or  other
violation of his duties.
(2)  To  set  aside  an unlawful conveyance, assignment or transfer of
corporate assets, where the transferee knew of its unlawfulness.
(3) To enjoin a proposed unlawful conveyance, assignment  or  transfer
of  corporate assets, where there are reasonable grounds for belief that
it will be made.
(b) An action may be brought for the relief provided in  this  section
and in paragraph (a) of section 719 (Liabilities of directors in certain
cases)  by the attorney general, by the corporation, or, in the right of
the corporation, by any of the following:
(1) A director or officer of the corporation.
(2) A receiver, trustee in bankruptcy, or judgment creditor thereof.
(3) Under section 623 (Members' derivative action brought in the right
of the corporation to procure a judgment in its favor), by one  or  more
of the members thereof.
(4)  If the certificate of incorporation or the by-laws so provide, by
any holder of a subvention certificate or any other contributor  to  the
corporation of cash or property of the value of $1,000 or more.
(c)  In a corporation having no members, an action may be brought by a
director against third parties to obtain a  judgment  in  favor  of  the
corporation.  The  complaint  shall  set  forth  with  particularity the
efforts of the plaintiff to secure the initiation of such action by  the
board  or  the  reason  for  not  making  such efforts. The court in its
discretion shall  determine  whether  it  is  in  the  interest  of  the
corporation  that  the  action  be  maintained,  and  if  the  action is
successful in whole or in part, what reimbursement if any should be made
out of the corporate  treasury  to  the  plaintiff  for  his  reasonable
expenses  including  attorney's fees, incurred in the prosecution of the
action.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 720-A - Liability of Directors, Officers, Trustees and Key Persons.

§ 720-a. Liability of directors, officers, trustees and key persons.
Except  as  provided  in  sections  seven  hundred  nineteen and seven
  hundred twenty of this chapter, and  except  any  action  or  proceeding
  brought  by  the attorney general or, in the case of a charitable trust,
  an action or proceeding against a trustee brought by  a  beneficiary  of
  such  trust,  no  person  serving  without  compensation  as a director,
  officer,  key  person  or  trustee  of   a   corporation,   association,
  organization  or  trust  described  in section 501 (c) (3) of the United
  States internal revenue code shall be liable to any  person  other  than
  such corporation, association, organization or trust based solely on his
  or  her  conduct  in  the execution of such office unless the conduct of
  such director, officer, key person or trustee with respect to the person
  asserting liability constituted gross  negligence  or  was  intended  to
  cause  the  resulting  harm  to the person asserting such liability. For
  purposes of this section,  such  a  director,  officer,  key  person  or
  trustee  shall not be considered compensated solely by reason of payment
  of his  or  her  actual  expenses  incurred  in  attending  meetings  or
  otherwise in the execution of such office.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.

§ 721. Nonexclusivity  of  statutory  provisions  for indemnification of
directors and officers.
The indemnification and advancement of expenses granted  pursuant  to,
  or  provided by, this article shall not be deemed exclusive of any other
  rights to  which  a  director  or  officer  seeking  indemnification  or
  advancement  of  expenses  may  be  entitled,  whether  contained in the
  certificate of incorporation or the by-laws or, when authorized by  such
  certificate  of  incorporation  or by-laws, (a) a resolution of members,
  (b) a resolution of directors, or (c) an agreement  providing  for  such
  indemnification,  provided  that no indemnification may be made to or on
  behalf of  any  director  or  officer  if  a  judgment  or  other  final
  adjudication  adverse  to  the  director or officer establishes that his
  acts were committed in bad faith  or  were  the  result  of  active  and
  deliberate  dishonesty  and  were  material  to  the  cause of action so
  adjudicated, or that he personally gained in fact a financial profit  or
  other  advantage to which he was not legally entitled. Nothing contained
  in this article shall affect any  rights  to  indemnification  to  which
  corporate personnel other than directors and officers may be entitled by
  contract or otherwise under law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 723 - Payment of Indemnification Other Than by Court Award.

§ 723. Payment of indemnification other than by court award.
(a)  A  person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in  section  722  shall  be  entitled  to  indemnification  as
authorized in such section.
(b)  Except  as  provided  in paragraph (a), any indemnification under
section 722 or otherwise permitted by section 721, unless ordered  by  a
court  under section 724 (Indemnification of directors and officers by a
court), shall be made by the corporation,  only  if  authorized  in  the
specific case:
(1)  By  the  board acting by a quorum consisting of directors who are
not parties to such  action  or  proceeding  upon  a  finding  that  the
director or officer has met the standard of conduct set forth in section
722 or established pursuant to section 721, as the case may be, or,
(2)  If  a quorum under subparagraph (1) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs:
(A) By the board upon the opinion  in  writing  of  independent  legal
counsel  that indemnification is proper in the circumstances because the
applicable standard of conduct set forth in such sections has  been  met
by such director or officer, or
(B) By the members upon a finding that the director or officer has met
the applicable standard of conduct set forth in such sections.
(c)  Expenses  incurred  in  defending  a  civil or criminal action or
proceeding may be paid by  the  corporation  in  advance  of  the  final
disposition  of such action or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount as, and
to the extent, required by paragraph (a) of section 725.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 7 - Directors and Officers › 724 - Indemnification of Directors and Officers by a Court.

§ 724. Indemnification of directors and officers by a court.
(a)   Notwithstanding   the   failure  of  a  corporation  to  provide
indemnification, and despite any contrary resolution of the board or  of
the  members  in  the  specific  case  under  section  723  (Payment  of
indemnification other than by court  award),  indemnification  shall  be
awarded   by  a  court  to  the  extent  authorized  under  section  722
(Authorization for  indemnification  of  directors  and  officers),  and
paragraph  (a)  of section 723 (Payment of indemnification other than by
court award). Application therefor  shall  be  made  on  notice  to  the
attorney general and may be made, in every case, either:
(1)  In  the  civil  action  or  proceeding in which the expenses were
incurred or other amounts were paid, or
(2) To the supreme court in a separate proceeding, in which  case  the
application  shall set forth the disposition of any previous application
made to any court for the same or similar  relief  and  also  reasonable
cause  for the failure to make application for such relief in the action
or proceeding in which the expenses were incurred or other amounts  were
paid.
(b)  The  application  shall be made in such manner and form as may be
required by the applicable rules of court or, in the absence thereof, by
direction of a court to which it is made. Such application shall be upon
notice to the corporation. The court may  also  direct  that  notice  be
given  at  the  expense of the corporation to the members and such other
persons as it may designate in such manner as it may require.
(c) Where indemnification is sought by judicial action, the court  may
allow  a  person  such  reasonable  expenses, including attorneys' fees,
during the pendency of the litigation as  are  necessary  in  connection
with his defense therein, if the court shall find that the defendant has
by  his  pleadings or during the course of the litigation raised genuine
issues of fact or law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 8 - Amendments and Changes › 801 - Right to Amend Certificate of Incorporation.

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

§ 802. Authorization of amendment or change, class vote.
(a)  Amendment  or change of the certificate of incorporation shall be
authorized:
(1) If there are members entitled to vote thereon, by majority vote of
such members at a meeting as provided in paragraph (c)  of  section  613
(Vote of members).
(2)  If  there  are  no members entitled to vote thereon, by vote of a
majority of the entire board.
(b) Notwithstanding any provision in the certificate of  incorporation
or  by-laws, members of a class shall be entitled to vote and to vote as
a class upon the authorization of an amendment and, in addition  to  the
authorization  of  the  amendment  required  by  paragraph  (a) (1), the
amendment shall be authorized by majority vote of  the  members  of  the
class, when the proposed amendment would exclude or limit their right to
vote  on any matter except as such right may be limited by voting rights
given to members of an existing class or of a new class.
(c) Any one or more of the following changes may be authorized  by  or
pursuant to authorization of the board:
(1)   To  specify  or  change  the  location  of  the  office  of  the
corporation.
(2) To specify  or  change  the  post  office  address  to  which  the
secretary  of  state  shall  mail  a  copy  of  any  process against the
corporation served upon him.
(3) To make, revoke or change the designation of a  registered  agent,
or to specify or change the address of its registered agent.
(4)  To  specify,  change  or  delete  the  email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.
(d) This section shall not alter the vote  required  under  any  other
section  for  the authorization of an amendment referred to therein, nor
alter the authority of the board to authorize amendments under any other
section.