reglab/statecodes huggingface dataset:
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9017 - Place and Time of Meetings of the Board; Presence At.

§ 9017.  Place  and  time  of  meetings  of the board; presence at. 1.
  Meetings of the board, regular or special, may  be  held  at  any  place
  within   or  without  this  state,  unless  otherwise  provided  in  the
  organization certificate or the by-laws.
2. Subject to articles six, ten, ten-B and eleven of this chapter, the
  time and place for holding meetings of the board  may  be  fixed  by  or
  under the by-laws, or, if not so fixed, by the board.
3. When authorized by the organization certificate of incorporation or
  the  by-laws,  any  one  or  more  members of the board or any committee
  thereof may participate in a meeting of such board or committee by means
  of a conference telephone or similar communications  equipment  allowing
  all  persons participating in the meeting to hear each other at the same
  time. Participation by such means shall constitute presence in person at
  a meeting.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9018 - Effect of Invalidity of Part of Article; Severability.

§ 9018.  Effect of invalidity of part of article; severability. If any
  provision of this article  or  application  thereof  to  any  person  or
  circumstances  is  held  invalid, such invalidity shall not affect other
  provisions or applications of this article which  can  be  given  effect
  without  the  invalid  provision  or  application,  and  to this end the
  provisions of this article are declared severable.
2023 New York Laws › BNK - Banking › Article 16 - General Provisions Applicable to Banking Non-Stock Corporations › 9019 - Certain Provisions Relating to the Conversion of Non-Stock Savings Banks and Savings and Loan Associations to Stock Form.

§ 9019.  Certain  provisions  relating  to the conversion of non-stock
  savings banks and savings and loan associations to stock form. No mutual
  savings bank and no mutual savings and loan association shall convert to
  stock form unless all depositors (in the case of such savings banks) and
  all shareholders (in the case of such savings and loan associations)  of
  any  such  converting  institution  whose  aggregate  deposit  or  share
  balance, as the case may be, (as shown on the books and records  of  the
  converting  institution)  equals  at  least  one hundred dollars as of a
  record date to be established in accordance with general regulations  of
  the   superintendent   of   financial  services  are  provided  with  an
  opportunity to approve such conversion, either in  person  or  by  valid
  proxy, at a meeting duly convened in accordance with general regulations
  of the superintendent of financial services for the purpose of approving
  or  disapproving  such  conversion.  At  such meeting, each depositor or
  shareholder shall be entitled to cast one vote for each full one hundred
  dollars of deposits or shares of such depositor or shareholder shown  on
  the  books  and  records of the converting institution as of such record
  date. A depositor or shareholder shall not be entitled to cast any votes
  for any deposit or share balances in amounts of less  than  one  hundred
  dollars.  No  such  conversion shall be effective unless approved by the
  affirmative vote of at least seventy-five per centum  of  the  aggregate
  dollar  amount  of the book value of deposits or shares, as the case may
  be, represented (either in person or by proxy)  at  such  duly  convened
  meeting and entitled to vote thereat.
2023 New York Laws › BVO - Benevolent Orders › Article 1 - Short Title › 1-A - Applicability of Not-for-Profit Corporation Law to Benevolent Orders.

§ 1-a. Applicability  of  not-for-profit corporation law to benevolent
orders.  1.  The  not-for-profit  corporation  law  applies   to   every
corporation  heretofore or hereafter formed under this chapter, or under
any other statute or special act of this state, or under laws other than
the statutes of this state, which  has  as  its  purpose  or  among  its
purposes  a  purpose  for  which  a corporation may be formed under this
chapter, provided that:
(a) If any provision of the not-for-profit corporation  law  conflicts
with  any provision of this chapter, the provision of this chapter shall
prevail and the conflicting provision of the not-for-profit  corporation
law  shall  not  apply  in  such  case. If any provision of this chapter
relates to a matter embraced in the not-for-profit corporation  law  but
is not in conflict therewith, both provisions shall apply.
(b)  A corporation to which the not-for-profit corporation law is made
applicable  by  this  section  shall  be  treated  as  a  "corporation",
"domestic corporation", or "foreign corporation", as such terms are used
in  the  not-for-profit  corporation  law,  except that the purposes for
which any such corporation has been or may be formed under this  chapter
shall not thereby be extended.
(c)  The  following  provisions  of the not-for-profit corporation law
shall not apply to benevolent orders: section two hundred  one,  article
four,  paragraphs  (a),  (b),  and  (c)  of  section eight hundred four,
section nine hundred seven, section nine  hundred  eight,  section  nine
hundred nine, section ten hundred twelve, and article fourteen.
(d)  Section  six  hundred eight of the not-for-profit corporation law
shall not apply to any corporation to which this chapter applies to  the
extent  that  the provisions of such section conflict with any provision
of the certificate of incorporation or of  the  by-laws,  heretofore  or
hereafter  adopted, of such corporation. Action to amend the certificate
of incorporation or by-laws in relation to quorum  requirements  may  be
taken  at  a special meeting of members at which the quorum requirements
applicable to  the  corporation  as  of  August  thirty-first,  nineteen
hundred  seventy-one  are  fulfilled,  but action may be taken only once
under this sentence.
(e) For the purposes of this section and elsewhere  in  this  chapter,
the   effective  date  of  the  not-for-profit  corporation  law  as  to
corporations  to  which  the  not-for-profit  corporation  law  is  made
applicable  by  this  sectin  shall be September first, nineteen hundred
seventy-one.
2. From and after the effective  date  of  this  section  the  general
corporation law shall not apply to any corporation to which this chapter
applies.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 3-A - .

§ 3-a. (enacted   without   section  heading).  A  subordinate  lodge,
  chapter, post, council, commandery, temple, court or other  organization
  entitled to file a certificate of election of trustees under section two
  of  the  benevolent  orders  law shall, while the warrant or charter for
  said lodge, chapter, post, council, commandery, temple, court  or  other
  organization,  is  in  force  so  as  to  entitle  it  to  operate  as a
  subordinate body of the grand lodge or  other  grand  body  under  whose
  jurisdiction  it  operates,  be  deemed to be a corporate entity for the
  purpose  of  making  contracts,  incurring  liabilities,  and  acquiring
  rights,  and  of suing and being sued in the courts of this state in its
  own name, but may not take, hold, lease, mortgage, convey  or  otherwise
  dispose  of  real  property  unless  it shall have filed the certificate
  required by section two of the benevolent orders law. In the absence  of
  fraud  or  bad  faith,  the  members,  officers and trustees of a lodge,
  chapter, post, council, commandery, temple, court or other organization,
  enumerated in section two of the benevolent orders  law,  shall  not  be
  personally liable for its debts, obligations or liabilities.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 6 - Reorganization.

§ 6. Reorganization.  Any such lodge, chapter, commandery, consistory,
  council, temple or post heretofore incorporated  by  the  laws  of  this
  state,  or  thereby heretofore enabled to take and hold real or personal
  property, or both, may surrender its act of  incorporation,  charter  or
  privilege  so conferred upon it, and may become enabled to take and hold
  real or personal  property,  or  both,  under  the  provisions  of  this
  chapter,  on  making and filing a certificate in the manner specified in
  this chapter, and stating therein, in addition to what  is  required  in
  such  a certificate, the surrender of such act of incorporation, charter
  or privilege, specifying the same. The  property  theretofore  held  and
  possessed  by  it  shall be fully vested in its trustees, who shall have
  all the rights, powers  and  privileges,  and  be  subject  to  all  the
  provisions of this chapter.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 7-A - Consolidation.

§ 7-a. Consolidation.  Any two or more of the bodies enumerated in the
  preceding section, having the  same  parent  governing  body,  organized
  under  section two of this chapter may consolidate by taking such action
  at any regular communication, convocation, encampment or  other  regular
  meeting  thereof,  by  whatever  name known, held in accordance with the
  constitution and general rules and regulations of the governing body  to
  which it is subordinate, and in conformity to its own by-laws, and shall
  thereupon proceed to effect such organization in the manner provided for
  in  section  two, as if neither body had heretofore been organized under
  its provisions. When the certificate required to be filed by  such  body
  in  the  office  of  the secretary of state under the provisions of this
  article shall be so filed such separate bodies  shall  thereupon  become
  one  body,  and  all  the  temporalities,  and property, whether real or
  personal,  now  vested  in  the  trustees  of  each  of  the  bodies  so
  consolidated, in accordance with the provisions of section three of this
  chapter  shall  be  vested  in  the  trustees  of the body formed by the
  consolidation, which shall be subject to  all  the  liabilities  of  the
  former  bodies  to  the  same  extent  as  if  such liabilities had been
  contracted or incurred by it.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 10 - Mortgaging Property.

§ 10. Mortgaging  property.  If the funds of the corporation shall not
  be sufficient to pay for any real property purchased  by  the  board  of
  trustees  in  pursuance  of  law,  or  for  the  construction, repair or
  rebuilding of a suitable building or buildings,  and  the  finishing  or
  furnishing  of  apartments therefor, the corporation may issue its bonds
  bearing interest, semi-annually, for  such  additional  sum  as  may  be
  required  therefor,  and may execute to any such trustee or trustees, as
  the board may select, a mortgage upon its real property as security  for
  the  payment of such bonds or the corporation may borrow such additional
  sum as may be required therefor of any person or corporation and execute
  and deliver its bond for the moneys so borrowed and secure  the  payment
  thereof  by  mortgage  upon its real property as collateral thereto. The
  proceeds of such bonds or such bond and mortgage shall be applied to the
  payment of debts of the corporation incurred by  the  purchase  of  such
  real property, or the construction and repair of a building or buildings
  thereupon  or  the finishing or furnishing of apartments therein. Any of
  the bodies specified in section seven may invest its funds in the  bonds
  authorized  by  this  section  to be issued. Such corporation shall have
  authority also to borrow of any person or corporation such sum as in the
  judgment of its board of trustees may be required to pay the cost of the
  construction, repair, rebuilding or reconstruction of any such  building
  or buildings, and the finishing or furnishing of apartments therein, and
  to  secure  the  payment  of  any moneys so borrowed, and to execute and
  deliver its bond for the sum so borrowed, and to secure the  payment  of
  the same by mortgage upon its real property as collateral thereto.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 11 - Reincorporation of Joint Corporations.

§ 11. Reincorporation  of joint corporations. A corporation heretofore
  organized, the members whereof represent lodges or bodies in any of  the
  benevolent  or  fraternal orders mentioned or described in section seven
  hereof, may by a two-thirds vote of all its members present  and  voting
  at   a   regular   or  regularly  called  meeting  thereof,  proceed  to
  reincorporate under this chapter with the same name  and  for  the  same
  purposes  for  which  it was originally organized. In thus proceeding to
  reincorporate, the board of trustees or directors may  be  increased  or
  diminished within the limits prescribed by section seven hereof, but any
  decrease  in  such  membership shall not take effect so as to affect the
  term of office of any trustee or director of the old  corporation.  Such
  trustees  or  directors  and  the  other officers of the old corporation
  shall continue to serve as such under the  reorganized  corporation  for
  the  term  for  which  they  were  originally elected or appointed. Such
  reorganization shall not effect a dissolution of  the  corporation,  but
  shall  be  deemed  a  continuation  of  its  corporate existence without
  affecting its property rights, or its liabilities, or the liabilities of
  its members or officers as such; but thereafter it shall have only  such
  other  rights,  powers  and privileges and be subject only to such other
  duties and liabilities as a corporation created  for  the  same  purpose
  under this chapter.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 12 - Placing Minors by Adoption.

§ 12. Placing  minors  by  adoption.    Any  corporation created under
  section seven of this act or reorganized under section  eleven  thereof,
  for  the  purpose  of  acquiring and maintaining a home for the aged and
  indigent members of such order and their dependent surviving spouses and
  orphans, may place by adoption, according to law, minors placed in their
  custody; provided authority so to do is given such  corporation  by  the
  parent, guardian or other person or persons having the lawful custody of
  such minor or minors, if any such person or persons can be found, or, if
  not, by the person or persons having the actual custody of such minor or
  minors.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 13 - .

§ 13. (enacted  without  section heading).  Any corporation such as is
  described in the  last  preceding  section,  now  having  or  which  may
  hereafter  have  in its custody, a minor whose parents are both deceased
  and who has no general guardian or relative capable of  furnishing  such
  minor  with  a  good home who will assume that responsibility, may place
  such minor by adoption without obtaining anyone's consent except that of
  the court or judge to whom the application for adoption is made and  the
  consent of such minor if over twelve years of age.
2023 New York Laws › BVO - Benevolent Orders › Article 2 - General Provisions › 14 - Changes of Purposes and Powers of Corporations Incorporated or Reincorporated Hereunder.

§ 14. Changes  of  purposes and powers of corporations incorporated or
reincorporated   hereunder.   1.   Any   corporation   incorporated   or
reincorporated  under  this  chapter may, within the authority conferred
and the limitations imposed by sections seven and eight,  extend,  limit
or  otherwise  change  the  purposes,  objects  or powers, or the use or
disposition of the revenues of the corporation, by filing a  certificate
in  the  office  of  the  secretary of state which shall be entitled and
endorsed "Certificate of  (stating  the  nature  of  the  change  to  be
accomplished)  of  (name of corporation) pursuant to section fourteen of
the benevolent orders law" and shall state:
(a) The name of the corporation and the names of  the  several  bodies
comprising such corporation;
(b)  The  date  of  filing  of  the  certificate  of  incorporation or
certificate of reincorporation in each state office where filed;
(c) The purposes, powers or provisions to be  amended  or  eliminated;
the  purposes,  powers or provisions to be added or substituted, and the
use or disposition to be made of the revenues of the corporation.
2. The certificate shall be executed and acknowledged by the  trustees
of  such  corporation  who  shall  make  and  annex thereto an affidavit
stating that  they  have  been  authorized  to  execute  and  file  such
certificate  by  a  two-thirds  vote  of  all the members of each of the
several bodies comprising such corporation present  at  any  regular  or
special  meeting  of  such  body, and that notice thereof was duly given
according to the constitution and by-laws, rules and regulations of such
body.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 105 - Certificates; Corrections.

§ 105. Certificates; corrections.
Any  certificate or other instrument relating to a domestic or foreign
  corporation filed by the department of state under this chapter  may  be
  corrected with respect to any informality or error apparent on the face,
  incorrect  statement  or  defect  in the execution thereof including the
  deletion  of  any  matter  not  permitted  to  be  stated   therein.   A
  certificate, entitled "Certificate of correction of............ (correct
  title  of  certificate  and  name  of  corporation)" shall be signed and
  delivered to the department of state. It shall set forth the name of the
  corporation, the date the certificate to be corrected was filed  by  the
  department  of  state,  a statement as to the nature of the informality,
  error, incorrect statement or defect, the provision in  the  certificate
  as  corrected  or  eliminated  and  if  the execution was defective, the
  proper execution. The filing of the certificate  by  the  department  of
  state  shall  not  alter  the  effective  time  of  the instrument being
  corrected, which shall remain as its original effective time, and  shall
  not  affect  any  right  or  liability  accrued  or incurred before such
  filing. A corporate name may not be  changed  or  corrected  under  this
  section.  The  provisions of this section shall apply to all instruments
  and certificates heretofore and hereafter filed with the  department  of
  state.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 106 - Certificates as Evidence.

§ 106. Certificates as evidence.
(a) Any  certificate  or  other  instrument filed by the department of
state relating to a  domestic  or  foreign  corporation  and  containing
statements of fact required or permitted by law to be contained therein,
shall  be  received in all courts, public offices and official bodies as
prima facie evidence  of  such  facts  and  of  the  execution  of  such
instrument.
(b) Whenever  by  the  laws of any jurisdiction other than this state,
any certificate by any officer in such jurisdiction or  a  copy  of  any
instruments  certified  or  exemplified  by  any  such  officer,  may be
received as prima facie evidence  of  the  incorporation,  existence  or
capacity  of  any foreign corporation incorporated in such jurisdiction,
or claiming so to be, such certificate when exemplified, or such copy of
such instrument when exemplified shall be received in all courts, public
offices and official bodies of this state, as prima facie evidence  with
the  same  force  as in such jurisdiction. Such certificate or certified
copy of such instrument shall be so received, without being exemplified,
if it is certified by the secretary of state, or official performing the
equivalent function as to corporate records, of such jurisdiction.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 108 - When Notice or Lapse of Time Unnecessary; Notices Dispensed With When Delivery Is Prohibited.

§ 108. When  notice or lapse of time unnecessary; notices dispensed with
when delivery is prohibited.
(a) Whenever, under this chapter or the certificate  of  incorporation
or  by-laws  of  any  corporation  or  by  the terms of any agreement or
instrument, a corporation or the  board  or  any  committee  thereof  is
authorized  to  take any action after notice to any person or persons or
after the lapse of a prescribed period of time, such action may be taken
without notice and without the lapse of such period of time, if  at  any
time  before  or  after  such  action is completed the person or persons
entitled to such notice or entitled to participate in the action  to  be
taken  or, in the case of a shareholder, by his attorney-in-fact, submit
a signed waiver of notice of such requirements.
(b) Whenever any notice or communication is required to  be  given  to
any person by this chapter, the certificate of incorporation or by-laws,
or  by  the  terms  of  any  agreement  or instrument, or as a condition
precedent to taking any corporate action  and  communication  with  such
person is then unlawful under any statute of this state or of the United
States  or  any  regulation,  proclamation  or  order  issued under said
statutes, then the giving of such notice or communication to such person
shall not be required and there shall be no duty to apply for license or
other  permission  to  do  so.  Any  affidavit,  certificate  or   other
instrument  which is required to be made or filed as proof of the giving
of any notice or communication required under  this  chapter  shall,  if
such  notice or communication to any person is dispensed with under this
paragraph, include a statement that such notice or communication was not
given to any person with whom communication is unlawful. Such affidavit,
certificate or other instrument shall be as effective for  all  purposes
as though such notice or communication had been personally given to such
person.
(c) Whenever  any  notice or communication is required or permitted by
this chapter to  be  given  by  mail,  it  shall,  except  as  otherwise
expressly  provided  in this chapter, be mailed to the person to whom it
is directed at the address designated by him for  that  purpose  or,  if
none   is  designated,  at  his  last  known  address.  Such  notice  or
communication is given when deposited, with postage thereon prepaid,  in
a  post  office  or  official  depository  under  the exclusive care and
custody of the United States post office department. Such mailing  shall
be by first class mail except where otherwise required by this chapter.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 110 - Reservation of Power.

§ 110. Reservation of power.
The  legislature  reserves  the  right,  at pleasure, to alter, amend,
  suspend or repeal in whole or in part this chapter, or  any  certificate
  of  incorporation  or any authority to do business in this state, of any
  domestic or foreign corporation, whether or not existing  or  authorized
  on the effective date of this chapter.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 111 - Effect of Invalidity of Part of Chapter; Severability.

§ 111. Effect of invalidity of part of chapter; severability.
If  any provision of this chapter or application thereof to any person
  or circumstances is held invalid, such invalidity shall not affect other
  provisions or applications of this chapter which  can  be  given  effect
  without  the  invalid  provision  or  application,  and  to this end the
  provisions of this chapter are declared severable.
2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 112 - References.

§ 112. References.
Unless otherwise stated, all references in this chapter to articles or
  sections  refer  to  the  articles  or sections of this chapter, and all
  references in any section of this chapter  to  a  lettered  or  numbered
  paragraph  or  subparagraph  refer  to  the paragraph or subparagraph so
  lettered or numbered in such section.
2023 New York Laws › BSC - Business Corporation › Article 2 - Corporate Purposes and Powers › 201 - Purposes.

§ 201. Purposes.
(a)  A  corporation  may  be  formed under this chapter for any lawful
business purpose or purposes except to do in this state any business for
which formation is permitted under  any  other  statute  of  this  state
unless   such   statute   permits  formation  under  this  chapter.  If,
immediately prior to the effective date of this chapter,  a  statute  of
this  state  permitted  the  formation  of a corporation under the stock
corporation law for a  purpose  or  purposes  specified  in  such  other
statute,  such statute shall be deemed and construed to permit formation
of such corporation under this chapter, and any conditions,  limitations
or  restrictions  in  such  other  statute  upon  the  formation of such
corporation under the stock corporation law shall apply to the formation
thereof under this chapter.
(b) The approval of the industrial board of appeals  is  required  for
the   filing  with  the  department  of  state  of  any  certificate  of
incorporation, certificate of merger or consolidation or application  of
a  foreign  corporation for authority to do business in this state which
states as the purpose or one of the  purposes  of  the  corporation  the
formation  of  an organization of groups of working men or women or wage
earners, or the performance, rendition or  sale  of  services  as  labor
consultant  or as advisor on labor-management relations or as arbitrator
or negotiator in labor-management disputes.
(c) In time of war or other national emergency, a corporation  may  do
any  lawful  business  in  aid  thereof,  notwithstanding the purpose or
purposes set forth in its certificate of incorporation, at  the  request
or direction of any competent governmental authority.
(d)  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 provide a certified copy of the certificate of incorporation, each
amendment thereto, and  any  certificate  of  merger,  consolidation  or
dissolution  involving  such  corporation  to the office of children and
family services within thirty days after the filing of such certificate,
amendment, merger, consolidation or dissolution with the  department  of
state.  This  requirement  shall  also  apply to any foreign corporation
filing an application for  authority  under  article  thirteen  of  this
chapter,  any  amendments  thereto,  and  any  surrender of authority or
termination of authority in this state of such corporation.
(e) A corporation may not include as its purpose or among its purposes
the establishment or maintenance of a  hospital  or  facility  providing
health   related  services,  as  those  terms  are  defined  in  article
twenty-eight  of  the  public  health  law  unless  its  certificate  of
incorporation  shall  so  state  and such certificate shall have annexed
thereto the approval of the public health and health planning council.
2023 New York Laws › BSC - Business Corporation › Article 2 - Corporate Purposes and Powers › 203 - Defense of Ultra Vires.

§ 203. Defense of ultra vires.
(a)  No  act  of  a  corporation  and  no transfer of real or personal
property to or by a corporation, otherwise lawful, shall be  invalid  by
reason of the fact that the corporation was without capacity or power to
do  such  act  or  to  make  or  receive such transfer, but such lack of
capacity or power may be asserted:
(1) In an action by a shareholder against the  corporation  to  enjoin
the  doing of any act or the transfer of real or personal property by or
to the corporation. If the unauthorized act or  transfer  sought  to  be
enjoined  is being, or is to be, performed or made under any contract to
which the corporation is a party, the court may, if all of  the  parties
to the contract are parties to the action and if it deems the same to be
equitable, set aside and enjoin the performance of such contract, and in
so  doing  may  allow  to the corporation or to the other parties to the
contract, as the case may be, such compensation as may be equitable  for
the loss or damage sustained by any of them from the action of the court
in  setting  aside  and  enjoining  the  performance  of  such contract;
provided that anticipated profits to be derived from the performance  of
the  contract  shall  not  be  awarded  by the court as a loss or damage
sustained.
(2) In an action by or in the right of the corporation  to  procure  a
judgment in its favor against an incumbent or former officer or director
of the corporation for loss or damage due to his unauthorized act.
(3)  In  an  action  or  special proceeding by the attorney-general to
annul or dissolve the corporation or to enjoin  it  from  the  doing  of
unauthorized business.
2023 New York Laws › BSC - Business Corporation › Article 3 - Corporate Name and Service of Process › 304 - Statutory Designation of Secretary of State as Agent for Service of Process.

§ 304. Statutory  designation  of  secretary  of  state  as  agent for
service of process.
(a) The secretary of state  shall  be  the  agent  of  every  domestic
corporation  and  every authorized foreign corporation upon whom process
against the corporation may be served.
(b) No domestic or foreign corporation may be formed or authorized  to
do  business  in this state under this chapter unless in its certificate
of  incorporation  or  application  for  authority  it  designates   the
secretary of state as such agent.
(c) Any  designation  by  a  domestic  or a foreign corporation of the
secretary of state as such agent, which designation is in effect on  the
effective  date  of  this  chapter,  shall  continue.  Every domestic or
foreign corporation, existing or authorized on  the  effective  date  of
this  chapter,  which  has not designated the secretary of state as such
agent, shall be deemed to have done so. Any  designation  prior  to  the
effective  date  of  this  chapter  by a foreign corporation of an agent
other than the secretary of state shall terminate on the effective  date
of this chapter.
(d) Any designated post office address to which the secretary of state
shall  mail  a  copy  of  process  served  upon him or her as agent of a
domestic corporation or a foreign corporation, shall continue until  the
filing of a certificate or other instrument under this chapter directing
the  mailing to a different post office address and any designated email
address to which the secretary of state shall email notice of  the  fact
that  process has been electronically served upon him or her as agent of
a domestic corporation or foreign corporation shall continue  until  the
filing  of a certificate or other instrument under this chapter changing
or deleting the email address.
2023 New York Laws › BSC - Business Corporation › Article 3 - Corporate Name and Service of Process › 304-A - Electronic Service of Process.

§ 304-a. Electronic service of process.
The  secretary  of  state  shall advise any corporation subject to the
  laws  of  this  chapter  in  prominent  written  form  as  follows:  (a)
  electronic  service  of  process  authorized  by  the provisions of this
  chapter is an optional program at no additional cost to  the  user;  (b)
  any  corporation  subject  to  the laws of this chapter will continue to
  receive service of process by mail unless such corporation notifies  the
  secretary  of an affirmative choice to receive service of process by way
  of the program through electronic means, in which  case  digital  copies
  will  be made accessible but paper documents will not be mailed; and (c)
  such choice may  be  reversed  by  the  corporation  at  any  time  and,
  thereafter, service by mail will resume.
2023 New York Laws › BSC - Business Corporation › Article 3 - Corporate Name and Service of Process › 305 - Registered Agent for Service of Process.

§ 305. Registered agent for service of process.
(a)  In  addition to such designation of the secretary of state, every
domestic corporation or authorized foreign corporation may  designate  a
registered   agent   in  this  state  upon  whom  process  against  such
corporation may be served. The agent shall be a natural person who is  a
resident  of  or  has  a  business  address  in this state or a domestic
corporation or foreign corporation  of  any  type  or  kind  formed,  or
authorized to do business in this state, under this chapter or under any
other statute of this state.
(b) Any such designation of a registered agent may be made, revoked or
changed as provided in this chapter.
(c)  A  registered  agent  may  resign  as  such agent. A certificate,
entitled "Certificate of resignation of registered agent  of  ..........
(name  of  designating  corporation)  under  section 305 of the Business
Corporation Law", shall be signed by him and delivered to the department
of state. It shall set forth:
(1)  That  he  resigns  as  registered  agent  for   the   designating
corporation.
(2)  The  date the certificate of incorporation or the application for
authority of the designating corporation was filed by the department  of
state.
(3)  That  he  has  sent  a  copy of the certificate of resignation by
registered mail to  the  designating  corporation  at  the  post  office
address  on file in the department of state specified for the mailing of
process or if such address is the address of the registered agent,  then
to  the office of the designating corporation in the jurisdiction of its
formation or incorporation.
(d) The designation of a registered agent shall terminate thirty  days
after  the  filing  by  the  department  of  state  of  a certificate of
resignation or a certificate containing a revocation or  change  of  the
designation, whichever is filed earlier. A certificate designating a new
registered  agent  may  be  delivered  to the department of state by the
corporation within the thirty days or thereafter.
2023 New York Laws › BSC - Business Corporation › Article 3 - Corporate Name and Service of Process › 308 - Records and Certificates of Department of State.

§ 308. Records and certificates of department of state.
The  department  of  state  shall keep a record of each process served
  upon the secretary of state under this chapter, including  the  date  of
  service.  It  shall, upon request made within ten years of such service,
  issue a certificate under its seal certifying as to the receipt  of  the
  process  by an authorized person, the date and place of such service and
  the receipt of the statutory fee. Process served upon the  secretary  of
  state under this chapter shall be destroyed by him after a period of ten
  years from such service.
2023 New York Laws › BSC - Business Corporation › Article 4 - Formation of Corporations › 403 - Certificate of Incorporation; Effect.

§ 403. Certificate of incorporation; effect.
Upon  the filing of the certificate of incorporation by the department
  of state, the corporate existence  shall  begin,  and  such  certificate
  shall  be  conclusive  evidence  that all conditions precedent have been
  fulfilled and that the corporation has been formed under  this  chapter,
  except   in   an   action   or   special   proceeding   brought  by  the
  attorney-general.    Notwithstanding  the  above,   a   certificate   of
  incorporation  may  set forth a date subsequent to filing, not to exceed
  ninety days after filing, upon  which  date  corporate  existence  shall
  begin.
2023 New York Laws › BSC - Business Corporation › Article 4 - Formation of Corporations › 404 - Organization Meeting.

§ 404. Organization meeting.
(a)  After  the corporate existence has begun, an organization meeting
of the incorporator or incorporators shall be  held  within  or  without
this  state,  for the purpose of adopting by-laws, electing directors to
hold office until the first annual meeting of  shareholders,  except  as
authorized  under  section  704  (Classification  of directors), and the
transaction of such other business as may come before  the  meeting.  If
there are two or more incorporators, the meeting may be held at the call
of  any  incorporator, who shall give at least five days' notice thereof
by mail to each other incorporator, which notice  shall  set  forth  the
time  and  place  of  the  meeting.  Notice  need  not  be  given to any
incorporator who attends the meeting  or  submits  a  signed  waiver  of
notice  before  or  after  the  meeting.  If  there  are  more  than two
incorporators, a majority shall constitute a quorum and the act  of  the
majority  of the incorporators present at a meeting at which a quorum is
present shall be the act of the incorporators. An incorporator  may  act
in   person   or   by   proxy   signed   by   the  incorporator  or  his
attorney-in-fact.
(b) Any action permitted to be taken at the organization  meeting  may
be  taken without a meeting if each incorporator or his attorney-in-fact
signs an instrument setting forth the action so taken.
(c) If an incorporator dies or is for any reason unable to act, action
may be taken as provided in such event in paragraph (c) of  section  615
(Written consent of shareholders, subscribers or incorporators without a
meeting).
2023 New York Laws › BSC - Business Corporation › Article 4 - Formation of Corporations › 405-A - Institution for Children; Approval of Certificate.

§ 405-a. Institution for children; approval of certificate.
Every  certificate of incorporation which includes among its corporate
  purposes, the authority to care for children through  the  establishment
  or  operation  of  an  institution for destitute, delinquent, abandoned,
  neglected or dependent children shall have endorsed thereon  or  annexed
  thereto  the  approval  of  the  office of children and family services.
  Provided, however, nothing herein shall authorize  such  corporation  to
  place  out  or  board  out  children,  as those terms are defined in the
  social services law, or to care for children in a facility other than an
  institution possessing an operating certificate issued by the office  of
  children  and  family services. No certificate of incorporation shall be
  approved pursuant to this section on or after June first,  two  thousand
  seven.
2023 New York Laws › BSC - Business Corporation › Article 4 - Formation of Corporations › 406 - Filing of a Certificate of Incorporation; Facility for Alcoholism or Alcohol Abuse, Substance Abuse, Substance Dependence, or Chemical Abuse or Depend

§ 406. Filing of a certificate of incorporation; facility for alcoholism
or  alcohol  abuse,  substance  abuse, substance dependence, or
chemical abuse or dependence.
Every certificate of incorporation which includes among its  corporate
  purposes  the  establishment  or  operation of a program of services for
  alcoholism or alcohol abuse, substance abuse, substance  dependence,  or
  chemical  abuse  or  dependence  shall  have endorsed thereon or annexed
  thereto the  approval  of  the  commissioner  of  the  state  office  of
  alcoholism and substance abuse services.
2023 New York Laws › BSC - Business Corporation › Article 4 - Formation of Corporations › 409 - Penalty for Failure to File; Cure.

§ 409. Penalty for failure to file; cure.
1. Each  corporation which has failed to file its statement within the
  time required by this chapter after thirty days shall  be  shown  to  be
  past due on the records of the department of state.
2. Each  corporation  which  has  failed to file its statement for two
  years shall be shown to be delinquent on the records of  the  department
  of state sixty days after a notice of delinquency has been mailed to the
  last  known  address  of  such  corporation.  Such  delinquency shall be
  removed from the records of the department of state upon the  filing  of
  the  current  statement  required  by section four hundred eight of this
  article, and the payment of a fine of two hundred fifty dollars.
3. The notice of delinquency shall state the cure and  fine  for  such
  delinquency  as  determined  by  subdivision two of this section and the
  period during which such delinquency  shall  be  foreborne  without  the
  imposition of such fine.
4.  This section shall not apply to corporations that have submitted a
  statement pursuant to paragraph eight of section four hundred  eight  of
  this chapter.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 506 - Determination of Stated Capital.

§ 506. Determination of stated capital.
(a) Upon  issue  by  a  corporation  of  shares  with a par value, the
consideration received therefor shall constitute stated capital  to  the
extent of the par value of such shares.
(b) Upon  issue  by  a  corporation  of  shares without par value, the
entire consideration received therefor shall constitute  stated  capital
unless  the board within a period of sixty days after issue allocates to
surplus a portion, but not all, of the consideration received  for  such
shares.  No  such  allocation  shall  be  made  of  any  portion  of the
consideration received for shares without par value having a  preference
in the assets of the corporation upon involuntary liquidation except all
or  part  of the amount, if any, of such consideration in excess of such
preference, nor shall such allocation be made  of  any  portion  of  the
consideration  for  the issue of shares without par value which is fixed
by the shareholders pursuant to a right reserved in the  certificate  of
incorporation,  unless  such  allocation  is  authorized  by vote of the
shareholders.
(c) The stated capital of a corporation may be increased from time  to
time  by resolution of the board transferring all or part of the surplus
of the corporation to stated capital. The  board  may  direct  that  the
amount  so  transferred  shall  be  stated  capital  in  respect  of any
designated class or series of shares.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 507 - Compensation for Formation, Reorganization and Financing.

§ 507. Compensation for formation, reorganization and financing.
The  reasonable charges and expenses of formation or reorganization of
  a corporation, and the reasonable expenses of and compensation  for  the
  sale  or  underwriting  of  its  shares  may  be  paid or allowed by the
  corporation out of the consideration received by it in payment  for  its
  shares without thereby impairing the fully paid and nonassessable status
  of such shares.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 509 - Fractions of a Share or Scrip Authorized.

§ 509. Fractions of a share or scrip authorized.
(a) A corporation may, but shall not be obliged to, issue fractions of
a  share  either  represented  by a certificate or uncertificated, which
shall entitle the holder, in proportion to his fractional  holdings,  to
exercise voting rights, receive dividends and participate in liquidating
distributions.
(b) As an alternative, a corporation may pay in cash the fair value of
fractions  of a share as of the time when those entitled to receive such
fractions are determined.
(c) As an alternative, a corporation may issue scrip in registered  or
bearer  form over the manual or facsimile signature of an officer of the
corporation or of its agent, exchangeable as therein provided  for  full
shares,  but  such scrip shall not entitle the holder to any rights of a
shareholder except as therein provided. Such scrip may be issued subject
to the condition  that  it  shall  become  void  if  not  exchanged  for
certificates  representing  full  shares  or  uncertificated full shares
before a specified date, or subject to the condition that the shares for
which such scrip is exchangeable may be sold by the corporation and  the
proceeds thereof distributed to the holders of such scrip, or subject to
any other conditions which the board may determine.
(d)  A  corporation  may  provide  reasonable  opportunity for persons
entitled to fractions of a share or scrip to sell such  fractions  of  a
share  or  scrip  or to purchase such additional fractions of a share or
scrip as may be needed to acquire a full share.
2023 New York Laws › BSC - Business Corporation › Article 5 - Corporate Finance › 510 - Dividends or Other Distributions in Cash or Property.

§ 510. Dividends or other distributions in cash or property.
(a)  A  corporation  may  declare  and  pay  dividends  or  make other
distributions in cash or its bonds or its property, including the shares
or bonds of other corporations, on its outstanding shares,  except  when
currently  the  corporation  is  insolvent  or  would  thereby  be  made
insolvent, or when the declaration, payment  or  distribution  would  be
contrary   to   any   restrictions   contained  in  the  certificate  of
incorporation.
(b) Dividends may be declared or paid and other distributions  may  be
made  either  (1)  out  of  surplus,  so  that  the  net  assets  of the
corporation remaining after such declaration,  payment  or  distribution
shall  at  least  equal the amount of its stated capital, or (2) in case
there shall be no such surplus, out of its net profits  for  the  fiscal
year in which the dividend is declared and/or the preceding fiscal year.
If  the  capital  of  the  corporation  shall  have  been  diminished by
depreciation in the value of its property or by losses or  otherwise  to
an  amount  less  than  the  aggregate  amount  of  the  stated  capital
represented by the issued and outstanding shares of all classes having a
preference upon the  distribution  of  assets,  the  directors  of  such
corporation  shall  not  declare  and  pay  out  of such net profits any
dividends upon any shares until the deficiency in the amount  of  stated
capital  represented by the issued and outstanding shares of all classes
having a preference upon the distribution  of  assets  shall  have  been
repaired. A corporation engaged in the exploitation of natural resources
or  other wasting assets, including patents, or formed primarily for the
liquidation of specific assets, may declare and pay  dividends  or  make
other  distributions in excess of its surplus, computed after taking due
account of depletion and amortization, to the extent that  the  cost  of
the wasting or specific assets has been recovered by depletion reserves,
amortization  or  sale, if the net assets remaining after such dividends
or distributions are sufficient to cover the liquidation preferences  of
shares having such preferences in involuntary liquidation.