2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 112 - Actions or Special Proceedings by Attorney-General.

§ 112. Actions or special proceedings by attorney-general.
(a) The attorney-general may maintain an action or special proceeding:
(1)  To  annul  the corporate existence or dissolve a corporation that
has acted beyond its capacity or power or to restrain it  from  carrying
on unauthorized activities;
(2)  To annul the corporate existence or dissolve any corporation that
has not been duly formed;
(3) To restrain any person or persons from acting  as  a  domestic  or
foreign corporation within this state without being duly incorporated or
from  exercising  in  this  state  any  corporate  rights, privileges or
franchises not granted to them by the law of the state;
(4) To procure a judgment removing a director  of  a  corporation  for
cause under section 706 (Removal of directors);
(5) To dissolve a corporation under article 11 (Judicial dissolution);
(6)  To  restrain  a  foreign corporation or to annul its authority to
carry on activities in this state under section 1303 (Violations).
(7) To enforce any right  given  under  this  chapter  to  members,  a
director or an officer of a charitable corporation. The attorney-general
shall have the same status as such members, director or officer.
(8)  To  compel  the  directors  and  officers,  or  any of them, of a
charitable corporation which  has  been  dissolved  under  section  1011
(Dissolution  for  failure to file certificate of type of Not-for-Profit
Corporation Law under section 113) to account  for  the  assets  of  the
dissolved corporation.
(9) Upon application, ex parte, for an order to the supreme court at a
special  term  held within the judicial district where the office of the
corporation is located, and if the court so orders, to enforce any right
given under this chapter to members, a  director  or  an  officer  of  a
non-charitable corporation. For such purpose, the attorney-general shall
have the same status as such members, director or officer.
(10)  To  enjoin,  void or rescind any related party transaction, seek
damages and other appropriate remedies, in law or equity, in addition to
any actions pursuant to section 715 (Related party transactions) of this
chapter.
(b) In an action or special proceeding brought by the attorney-general
under any of the provisions of this chapter:
(1) If an action, it is triable by jury as a matter of right.
(2) The court may confer immunity in accordance with the provisions of
section six hundred nineteen-c of the code of criminal procedure.
(3) A temporary  restraining  order  to  restrain  the  commission  or
continuance  of  the unlawful acts which form the basis of the action or
special proceeding may be granted upon proof,  by  affidavit,  that  the
defendant or defendants have committed or are about to commit such acts.
Application for such restraining order may be made ex parte or upon such
notice as the court may direct.
(4)  If  the  action  or  special  proceeding  is  against  a  foreign
corporation, the attorney-general may apply to the court  at  any  stage
thereof  for  the  appointment  of a temporary receiver of the assets in
this state of such  foreign  corporation,  whenever  it  has  assets  or
property  of  any  kind  whatsoever, tangible or intangible, within this
state.
(5) When final judgment  in  such  action  or  special  proceeding  is
rendered  against  the defendant or defendants, the court may direct the
costs to be collected by execution against any or all of the  defendants
or  by  order  of  attachment or other process against the person of any
director or officer of a corporate defendant.
(6) In connection with any such proposed action or special proceeding,
the attorney-general may take proof and issue  subpoenas  in  accordance
with the civil practice law and rules.
(c)  In  any  such  action  or  special  proceeding  against a foreign
corporation which has not designated the secretary of state as its agent
for service of process  under  section  304  (Statutory  designation  of
secretary  of  state  as  agent  for  service  of  process),  any of the
following  acts  in  this  state  by  such  foreign  corporation   shall
constitute  the appointment by it of the secretary of state as its agent
upon whom process against such foreign corporation may be served.
(1) As used in  this  paragraph  the  term  "resident"  shall  include
individuals,  domestic corporations of any kind and foreign corporations
of any kind authorized to do business or  carry  on  activities  in  the
state.
(2)  Any  act  done, or representation made as part of a course of the
solicitation of orders, or the issuance, or the  delivery  of  contracts
for,  or  the  sale  of,  property,  or  the  performance of services to
residents which involves  or  promotes  a  plan  or  scheme  to  defraud
residents in violation of the laws or the public policy of the state.
(3)  Any  act  done  as  part  of  a  course of conduct of business or
activities in the solicitation of orders from  residents  for  property,
goods  or services, to be delivered or rendered within this state to, or
on their behalf, where the orders or  contracts  are  executed  by  such
residents  within  this  state  and  where  such orders or contracts are
accompanied or followed by  an  earnest  money  deposit  or  other  down
payment or any installment payment thereon or any other form of payment,
which payment is either delivered in or transmitted from the state.
(4)  Any  act  done  as part of the conduct of a course of business or
activities with residents which defrauds  such  residents  or  otherwise
involves   or  promotes  an  attempt  by  such  foreign  corporation  to
circumvent the laws of this state.
(d) Paragraphs (b), (c), (d)  and  (e)  of  section  307  (Service  of
process  of  unauthorized  foreign  corporation)  shall apply to process
served under paragraph (c).