2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 511 - Petition for Court Approval.

§ 511. Petition for court approval.
(a)  To  obtain  court  approval to sell, lease, exchange or otherwise
dispose of all or substantially all  its  assets,  a  corporation  shall
present  a  verified  petition  to  the  supreme  court  of the judicial
district, or the county court of the county, wherein the corporation has
its office or principal place of carrying out the purposes for which  it
was formed. The petition shall set forth:
1.  The  name  of  the  corporation,  the law under or by which it was
incorporated.
2. The names of its directors and principal officers, and their places
of residence.
3. The activities of the corporation.
4. A description, with reasonable certainty, of the assets to be sold,
leased, exchanged, or otherwise disposed of, or a statement that  it  is
proposed  to  sell,  lease,  exchange  or  otherwise  dispose  of all or
substantially all  the  corporate  assets  more  fully  described  in  a
schedule  attached to the petition; and a statement of the fair value of
such assets, and the amount of the corporation's debts  and  liabilities
and how secured.
5.  The  consideration  to  be  received  by  the  corporation and the
disposition proposed to be made thereof, together with a statement  that
the dissolution of the corporation is or is not contemplated thereafter.
6.  That  the consideration and the terms of the sale, lease, exchange
or other disposition of the assets  of  the  corporation  are  fair  and
reasonable to the corporation, and that the purposes of the corporation,
or  the interests of its members will be promoted thereby, and a concise
statement of the reasons therefor.
7. That such sale, lease, exchange or disposition of corporate assets,
has  been  recommended  or  authorized  by  vote  of  the  directors  in
accordance  with  law,  at a meeting duly called and held, as shown in a
schedule annexed to the petition setting forth a copy of the  resolution
granting such authority with a statement of the vote thereon.
8. Where the consent of members of the corporation is required by law,
that  such consent has been given, as shown in a schedule annexed to the
petition setting forth a copy of such consent, if in writing,  or  of  a
resolution  giving  such  consent,  adopted at a meeting of members duly
called and held, with a statement of the vote thereon.
9. A request for court approval to sell, lease, exchange or  otherwise
dispose of all or substantially all the assets of the corporation as set
forth in the petition.
(b)  Upon  presentation of the petition, the court shall direct that a
minimum of fifteen days notice be given by mail  or  in  person  to  the
attorney  general,  and  in its discretion may direct that notice of the
application be given, personally or by mail, to  any  person  interested
therein,  as  member,  officer or creditor of the corporation. The court
shall have authority to shorten the time for  service  on  the  attorney
general  upon a showing of good cause. The notice shall specify the time
and place, fixed by the court, for a hearing upon the  application.  Any
person  interested,  whether or not formally notified, may appear at the
hearing and show cause why the application should not be granted.
(c) If the corporation be insolvent, or if its assets be  insufficient
to  liquidate  its  debts and liabilities in full, the application shall
not be granted unless all the creditors of the  corporation  shall  have
been  served, personally or by mail, with a notice of the time and place
of the hearing.
(d) If it shall appear, to the satisfaction of  the  court,  that  the
consideration  and  the terms of the transaction are fair and reasonable
to the corporation and that the  purposes  of  the  corporation  or  the

interests  of  the  members will be promoted, it may authorize the sale,
lease, exchange or other disposition of all  or  substantially  all  the
assets  of  the  corporation,  as  described  in  the petition, for such
consideration  and upon such terms as the court may prescribe. The order
of the court shall direct the disposition of  the  consideration  to  be
received thereunder by the corporation.