reglab/statecodes huggingface dataset:
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 107 - Corporate Seal as Evidence.

§ 107. Corporate seal as evidence.
The  presence of the corporate seal on a written instrument purporting
  to be executed by authority of a domestic or foreign  corporation  shall
  be prima facie evidence that the instrument was so executed.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; 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 member, 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 › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 109 - Reservation of Power.

§ 109. 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 › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 110 - Effect of Invalidity of Part of Chapter; Severability.

§ 110. 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 › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 111 - References.

§ 111. 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 › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 114 - Visitation of Supreme Court.

§ 114. Visitation of supreme court.
Charitable corporations, whether formed under general or special laws,
  with  their  books  and vouchers, shall be subject to the visitation and
  inspection of a justice of the supreme court, or of any person appointed
  by the court for that purpose. If it appears by the verified petition of
  a member, director, officer or creditor of any  such  corporation,  that
  it,  or  its  directors,  officers, members, key persons or agents, have
  misappropriated any of the funds or  property  of  the  corporation,  or
  diverted  them  from  the  purpose  of  its  incorporation,  or that the
  corporation has acquired property in excess of the amount  which  it  is
  authorized  by  law  to  hold, or has engaged in any business other than
  that stated in its certificate of incorporation,  the  court  may  order
  that  notice  of  at  least  eight days, with a copy of the petition, be
  served on the corporation, the attorney general and the persons  charged
  with  misconduct,  requiring  them  to  show  cause  at a time and place
  specified, why they should not be required to make and file an inventory
  and account of the property, effects and liabilities of such corporation
  with a detailed statement of its transactions during the  twelve  months
  next  preceding  the  granting  of  such  order.  On the hearing of such
  application, the court may  make  an  order  requiring  such  inventory,
  account  and  statement  to  be  filed, and proceed to take and state an
  account of the property and  liabilities  of  the  corporation,  or  may
  appoint  a  referee  for  that  purpose.  When such account is taken and
  stated, after hearing all the parties to the application, the court  may
  enter  a  final  order determining the amount of property so held by the
  corporation, its annual income, whether any of the property or funds  of
  the  corporation  have  been  misappropriated  or  diverted to any other
  purpose than that for  which  such  corporation  was  incorporated,  and
  whether such corporation has been engaged in any activity not covered by
  its  certificate of incorporation. An appeal may be taken from the order
  by any party aggrieved to the appellate division of the  supreme  court,
  and  to the court of appeals, as in a civil action. No corporation shall
  be required to make and file more than one inventory and account in  any
  one  year, nor to make a second account and inventory, while proceedings
  are pending for the statement of an account under this section.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; Certificates; Miscellaneous › 115 - Power to Solicit Contributions for Charitable Purposes.

§ 115. Power to solicit contributions for charitable purposes.
(a)  No  corporation  required to obtain approval or provide notice of
formation pursuant to section 404 (Approvals, notices and  consents)  of
this  chapter  may  solicit contributions for any purpose requiring such
approval or notice unless and until such  corporation  (1)  obtains  and
submits  any  approval  or  notice  required  thereunder,  and (2) is in
compliance with the registration and reporting requirements  of  article
seven-A  of  the  executive law and section 8-1.4 of the estates, powers
and trusts law.
(b) The attorney general may maintain an action or proceeding pursuant
to the provisions of subparagraph one of paragraph (a)  of  section  one
hundred  twelve  of  this  article against any corporation that solicits
contributions in violation of paragraph (a) of  this  section.  Such  an
action  may  also be maintained in relation to a corporation hereinafter
incorporated if the name, purposes, objects or the  activities  of  such
corporation  may, in any manner, lead to the belief that the corporation
possesses or may exercise any of such purposes.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 2 - Corporate Purposes and Powers › 201 - Purposes.

§ 201. Purposes.
(a) A corporation, as defined in paragraph (a) of § 102 (Definitions),
may  be  formed  under  this  chapter  as  a charitable corporation or a
non-charitable corporation unless it  may  be  formed  under  any  other
corporate  law  of this state, in which event it may not be formed under
this chapter unless such other corporate law expressly so provides.
(b) A corporation formed under this chapter on or  after  July  first,
two  thousand  fourteen  shall  either  be a charitable corporation or a
non-charitable corporation. Any corporation formed for  both  charitable
purposes  and  non-charitable  purposes  shall  be  deemed  a charitable
corporation for purposes  of  this  chapter.  A  type  A  not-for-profit
corporation  formed  prior to July first, two thousand fourteen shall be
deemed a non-charitable corporation under this chapter.  Any  submission
or filing by such corporation to any person or entity shall be deemed to
have  been  submitted  or filed by a non-charitable corporation, and any
reference in any such filing or submission referring to  the  status  of
such  corporation  as a type A corporation shall be deemed to refer to a
non-charitable corporation.
(c) A type B or C not-for-profit  corporation  formed  prior  to  July
first,  two  thousand  fourteen shall be deemed a charitable corporation
for all purposes under this chapter. Any submission or  filing  by  such
corporation  to  any  person  or  entity  shall  be  deemed to have been
submitted or filed by a charitable corporation, and any reference in any
such filing or submission referring to the status of such corporation as
a type B or type C corporation shall be deemed to refer to a  charitable
corporation.
(d)  A  type  D not-for-profit corporation formed prior to July first,
two  thousand  fourteen  for  charitable  purposes  shall  be  deemed  a
charitable  corporation. Any submission or filing by such corporation to
any person or entity shall be deemed to have been submitted or filed  by
a  charitable  corporation,  and  any  reference  in  any such filing or
submission referring to the status of  such  corporation  as  a  type  D
corporation  shall  be  deemed to refer to a charitable corporation. Any
other type D not-for-profit corporations formed prior to July first, two
thousand fourteen shall be  deemed  a  non-charitable  corporation.  Any
submission  or  filing by such corporation to any person or entity shall
be  deemed  to  have  been  submitted  or  filed  by  a   non-charitable
corporation,  and  any  reference  in  any  such  filing  or  submission
referring to the status of such corporation  as  a  type  D  corporation
shall be deemed to refer to a non-charitable corporation.
2023 New York Laws › NPC - Not-For-Profit 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,  if  duly
approved or authorized by a judge, court or administrative department or
agency  as  required,  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 member 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  carrying  on
of unauthorized activities.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 2 - Corporate Purposes and Powers › 204 - Limitation on Activities.

§ 204. Limitation on activities.
Notwithstanding  any  other  provision  of  this  chapter or any other
  general law, a corporation of any kind to  which  this  chapter  applies
  shall  conduct  no  activities  for  pecuniary profit or financial gain,
  whether or not in furtherance of its corporate purposes, except  to  the
  extent  that  such  activity  supports  its other lawful activities then
  being conducted.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 2 - Corporate Purposes and Powers › 205 - Conveyance of Real Property to Members for Dwelling Houses.

§ 205. Conveyance of real property to members for dwelling houses.
A  not-for-profit corporation, if its by-laws so provide, and pursuant
  to the provisions thereof, and without leave of the court, may convey to
  a member of the corporation a portion  of  its  real  property  for  the
  erection  thereupon  of  a cottage or other dwelling-house with suitable
  outbuildings. When so conveyed the title to such portion, together  with
  the  buildings  thereon,  shall continue in such member and on his death
  pass to his heirs or devisees, but  the  land  shall  not  be  alienable
  except to the corporation or to a member thereof.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 302 - Corporate Name; Exceptions.

§ 302. Corporate name; exceptions.
(a) Any reference to a corporation in this section except as otherwise
provided herein shall include both domestic and foreign corporations.
(b) The provisions of section 301 (Corporate name; general):
(1)  Shall  not  require any corporation, existing or authorized under
any statute on the effective date of this chapter, to add to, modify  or
otherwise change its corporate name.
(2)  Shall not prevent a corporation with which another corporation is
merged, or which is formed by the consolidation of  one  or  more  other
corporations from having the same name as any of such corporations if at
the  time  such  other  corporation was authorized or existing under any
statute of this state.
(3) Shall not prevent a  foreign  corporation  from  being  authorized
under  a  name which is similar to the name of a corporation of any kind
existing or authorized under any statute, if  the  department  of  state
finds,  upon proof by affidavit or otherwise as it may determine, that a
difference between such names  exists  in  the  terms  or  abbreviations
indicating  corporate  character  or  otherwise,  that the applicant has
conducted activities as a corporation under its said name for  not  less
than  ten  consecutive  years  immediately  prior  to  the  date  of its
application, that the activities to be conducted in this state  are  not
the  same  or  similar  to  the  business or activities conducted by the
corporation with whose name it may conflict and that the public  is  not
likely  to  be confused or deceived, and if the applicant shall agree in
its application for authority to use with its corporate  name,  in  this
state,  to be placed immediately under or following such name, the words
"a ..... (name of jurisdiction of incorporation) corporation".
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 304 - Statutory Designation of Secretary of State as Agent of Domestic Corporations Formed Under Article Four of This Chapter and Authorized Foreign Corporations for Service of Process.

§ 304. Statutory  designation of secretary of state as agent of domestic
corporations formed under article  four  of  this  chapter  and
authorized foreign corporations for service of process.
(a)  The  secretary  of  state  shall  be  the agent of every domestic
corporation  formed  under  article  four  of  this  chapter  and  every
authorized foreign corporation upon whom process against the corporation
may be served.
(b)  Any  designation  by  a domestic corporation formed under article
four of this chapter or 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 corporation formed under article
four of this chapter 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.
(c) Any designation by a domestic  corporation  formed  under  article
four  of  this chapter or foreign corporation of an agent other than the
secretary of state which is in effect on  the  effective  date  of  this
chapter shall continue in effect until changed or revoked as provided in
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 formed  under  article  four  of  this  chapter  or
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 a 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 › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 305 - Registered Agent for Service of Process.

§ 305. Registered agent for service of process.
(a)  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 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
Not-for-Profit 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 › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 306 - Service of Process.

§ 306. Service of process.
(a) Service of process on a registered agent may be made in the manner
provided by law for the service of a summons, as if the registered agent
was a defendant.
(b)  Service  of  process  on  the  secretary  of  state as agent of a
domestic corporation formed under article four of  this  chapter  or  an
authorized  foreign  corporation shall be made in the manner provided by
subparagraph one or two of this paragraph. (1) Personally delivering  to
and  leaving  with  the secretary of state or his or her deputy, or with
any person authorized by the secretary of state to receive such service,
at the office of  the  department  of  state  in  the  city  of  Albany,
duplicate  copies of such process together with the statutory fee, which
fee shall  be  a  taxable  disbursement.  Service  of  process  on  such
corporation  shall be complete when the secretary of state is so served.
The secretary of state  shall  promptly  send  one  of  such  copies  by
certified  mail,  return  receipt requested, to such corporation, at the
post office address, on file in the department of state,  specified  for
the purpose. If a domestic corporation formed under article four of this
chapter or an authorized foreign corporation has no such address on file
in  the  department  of state, the secretary of state shall so mail such
copy to such corporation at the address of its office within this  state
on  file  in the department. (2) Electronically submitting a copy of the
process to the department of state  together  with  the  statutory  fee,
which  fee shall be a taxable disbursement, through an electronic system
operated by the department of state, provided the domestic or authorized
foreign corporation has an email address on file in  the  department  of
state  to  which the secretary of state shall email a notice of the fact
that process has been served electronically on the secretary  of  state.
Service  of  process  on  such  corporation  shall  be complete when the
secretary of state has reviewed and accepted service  of  such  process.
The  secretary  of  state  shall promptly send a notice of the fact that
process against such corporation has been served electronically  on  him
or  her  to  such  corporation  at  the  email  address  on  file in the
department of state, specified for the purpose and shall make a copy  of
the process available to such corporation.
(c)  If  an  action  or special proceeding is instituted in a court of
limited jurisdiction, service of process  may  be  made  in  the  manner
provided  in  this  section  if  the  office of the domestic corporation
formed under article four of this  chapter  or  foreign  corporation  is
within the territorial jurisdiction of the court.
(d) Nothing in this section shall affect the right to serve process in
any other manner permitted by law.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 306-A - Electronic Service of Process.

§ 306-a. Electronic service of process.
The secretary 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 › NPC - Not-For-Profit 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 › NPC - Not-For-Profit Corporation › Article 3 - Corporate Name and Service of Process › 309 - Personal Jurisdiction and Service of Process on Non-Domiciliary Resident Director, Officer, Key Person or Agent.

§ 309. Personal  jurisdiction  and service of process on non-domiciliary
resident director, officer, key person or agent.
A person, by becoming a director, officer, key person or  agent  of  a
  corporation is subject to the personal jurisdiction of the supreme court
  of the state of New York, and in an action or proceeding by the attorney
  general  under  this  chapter  process may be served upon such person as
  provided in section three hundred thirteen of the civil practice law and
  rules.
2023 New York Laws › NPC - Not-For-Profit 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.  Where the certificate is for the incorporation of  an
  unincorporated  association or group, the members of such association or
  group shall be members of the corporation so created, and  all  property
  owned  by  or  held  for it shall belong to and vest in the corporation,
  subject to all existing incumbrances and claims as if incorporation  had
  not  taken  place. Where the certificate is for the reincorporation of a
  corporation created by special law for purposes for which a  corporation
  may  be formed under this chapter, such reincorporation shall not effect
  a dissolution of the corporation but shall  be  a  continuation  of  its
  corporate existence, without affecting its then existing property rights
  or  liabilities,  or the liabilities of its members or officers as such,
  but thereafter it shall have only such rights,  powers  and  privileges,
  and  be  subject  to  such other duties and liabilities as a corporation
  formed for the same purposes under this chapter.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 4 - Formation of Corporations › 405 - Organization Meeting.

§ 405. Organization meeting.
(a)  After  the corporate existence has begun, an organization meeting
of the initial directors, or, if directors are  not  designated  in  the
certificate  of  incorporation,  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  as  provided  in  the
certificate of incorporation or the by-laws, and the transaction of such
other business as may come before the meeting. The meeting may  be  held
at  the  call of any director or, if directors are not designated in the
certificate of incorporation, any incorporator who shall give  at  least
five   days'   notice   thereof  by  mail  to  each  other  director  or
incorporator, which notice shall set forth the time  and  place  of  the
meeting.    Notice need not be given to any director or incorporator who
submits a signed waiver of notice before or after the  meeting,  or  who
attends  the  meeting  without  protesting,  prior  thereto  or  at  its
commencement, the lack of notice to him. If  there  are  more  than  two
directors or incorporators, a majority shall constitute a quorum and the
act  of  the majority of those present at a meeting at which a quorum is
present shall be the act of the  directors  or  incorporators.  For  the
purposes  of  this section an incorporator or director may act in person
or by proxy signed by him or his attorney in fact.
(b) Any action permitted to be taken at an organization meeting may be
taken without a meeting if  each  director  or,  if  directors  are  not
designated in the certificate of incorporation, each incorporator or his
attorney-in-fact signs an instrument setting forth the action so taken.
(c)  If  a  designated  director or an incorporator dies or is for any
reason unable to act, the other or  others  may  act.  If  there  is  no
designated  director or incorporator able to act, any person for whom an
incorporator is acting as agent may act in his stead, or if  such  other
person  also  dies  or  is  for  any  reason  unable  to  act, his legal
representative may act.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 501 - Stock and Shares Prohibited; Membership Certificates Authorized.

§ 501. Stock and shares prohibited; membership certificates authorized.
A corporation shall not have stock or shares or certificates for stock
  or for shares, but may issue non-transferable membership certificates or
  cards  to  evidence  membership,  whether  or  not  connected  with  any
  financial contribution to the corporation, as provided  in  section  601
  (Members).   The   fact   that   the  corporation  is  a  not-for-profit
  corporation,  and  that  the   membership   certificate   or   card   is
  non-transferable  shall  be  noted  conspicuously on the face or back of
  each such certificate or card.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 502 - Members' Capital Contributions.

§ 502. Members' capital contributions.
(a) The certificate of incorporation may provide that members, upon or
subsequent  to admission, shall make capital contributions in the amount
specified therein. The requirement of a capital contribution  may  apply
to  all  members,  or to the members of a single class, or to members of
different classes in different amounts or proportions.
(b) A member's capital contribution shall consist of  money  or  other
property, tangible or intangible, or labor or services actually received
by  or  performed  for  the  corporation  or  for  its benefit or in its
formation or reorganization, or a combination thereof. In the absence of
fraud in the transaction, the judgment of the board as to the  value  of
the consideration received by the corporation shall be conclusive.
(c)  Neither  obligations of the member for future payments nor future
services shall constitute payment or part payment of a member's  capital
contribution.
(d)  A  member's  capital contribution shall be evidenced by a capital
certificate which shall be non-transferable, except that the certificate
of incorporation of a non-charitable corporation may  provide  that  its
capital  certificates,  or  some  of  them, may be transferable to other
members with the consent of the corporation  upon  specified  terms  and
conditions.
(e) A member's capital contribution shall not be repaid or redeemed by
the  corporation  except  upon  dissolution  of  the corporation or upon
redemption of the capital certificate as provided  in  this  chapter.  A
corporation  may  provide  in  its certificate of incorporation that its
capital certificates, or some of them, shall be redeemable, in whole  or
in  part, at the option of the corporation only, at such price or prices
(not to exceed the amount of  the  capital  contribution),  within  such
period  or  periods,  and on such terms and conditions, not inconsistent
with this chapter, as are stated in the certificate of incorporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 503 - Capital Certificates.

§ 503. Capital certificates.
(a)  Each  capital  certificate  shall  be  signed  by the chairman or
vice-chairman of the board or the president or a vice-president and  the
secretary  or  an  assistant  secretary or the treasurer or an assistant
treasurer of the corporation, and may be sealed with  the  seal  of  the
corporation  or a facsimile thereof. The signatures of the officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than  the  corporation
itself  or  its  employee.  In  case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued it may be issued by
the corporation with the same effect as if he were such officer  at  the
date of issue.
(b)  Each  capital  certificate  shall when issued state upon the face
thereof:
(1) The name of the member to whom issued.
(2) The amount of the member's capital contribution evidenced by  such
certificate.
(3)   If   appropriate,  that  the  corporation  is  a  non-charitable
corporation, and that its certificate of incorporation provides that the
capital certificate is transferable to other members with the consent of
the corporation.
(4) The fact that the corporation is a not-for-profit corporation, and
that the capital certificate is non-transferable or is  transferable  to
other  members,  with  the  consent  of  the corporation, shall be noted
conspicuously on the face or back of each such certificate.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 505 - Subvention Certificates.

§ 505. Subvention certificates.
(a)  Each  subvention certificate shall be signed by the chairman or a
vice-chairman of the board or the president or a vice-president and  the
secretary  or  an  assistant  secretary or the treasurer or an assistant
treasurer of the corporation, and may be sealed with  the  seal  of  the
corporation  or a facsimile thereof. The signatures of the officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than  the  corporation
itself  or  its  employees.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased
to be such officer before such certificate is issued, it may  be  issued
by  the  corporation  with the same effect as if he were such officer at
the date of issue.
(b) Each subvention certificate shall when issued state upon the  face
thereof:
(1) The name of the person or persons to whom issued.
(2) The amount of the subvention evidenced by such certificate.
(3)  The amount of the periodic payment thereon, if any, authorized by
the resolution of the board.
(4) If appropriate, that the certificate is redeemable and  a  summary
of  the conditions for redemption at the option of the corporation or of
the holder.
(5) If appropriate, that the certificate is  transferable,  either  at
will or subject to specified restrictions.
(c) The fact that the corporation is a not-for-profit corporation and,
where  appropriate,  that  the  certificate  is  transferable at will or
subject to restrictions, shall be noted conspicuously  on  the  face  or
back of each such certificate.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 506 - Bonds and Security Interests.

§ 506. Bonds and security interests.
(a)  No  corporation  shall  issue  bonds  except  for  money or other
property, tangible or intangible, or labor or services actually received
by or performed for the  corporation  or  for  its  benefit  or  in  its
formation or reorganization, or a combination thereof. In the absence of
fraud  in  the transaction, the judgment of the board as to the value of
the consideration received by the corporation shall be conclusive.
(b) A corporation may pay reasonable interest on its bonds, may  issue
its  bonds at a reasonable discount and may pay a reasonable premium for
the redemption thereof prior to maturity, but the holders of  its  bonds
shall  not  be entitled at any time to receive any part of the income or
profit of the corporation nor at  maturity  to  receive  more  than  the
principal  sum  thereof  plus  interest  due and accrued thereon. In the
absence of fraud in the transaction, the judgment of the board as to the
reasonableness of any  such  interest,  discount  or  premium  shall  be
conclusive.  However,  with  respect  to  bonds  not  a part of a public
offering, notwithstanding the terms of the instrument, no  member  of  a
corporation  shall  be entitled to receive, directly or indirectly, as a
holder or beneficiary of such bond, prior  to  maturity  or  redemption,
more  than  simple interest thereon at a rate equal to the higher of (1)
the maximum interest authorized pursuant to section 5-501 of the general
obligations law or (2) one percent  over  the  prime  rate  of  interest
generally  prevailing  on  the  interest due date in the Federal Reserve
District of New York, nor at  maturity  or  redemption,  more  than  the
principal  sum  thereof  plus  any  interest,  not exceeding the maximum
interest herein specified, due and accrued thereon.
(c) A corporation may, in its certificate of incorporation or by-laws,
confer upon the holders of any bonds issued  or  to  be  issued  by  the
corporation, rights to inspect the corporate books and records and, upon
default  of interest or principal, to vote in the election of directors.
The certificate of incorporation or the by-laws may apportion the number
of votes that may be cast with respect to bonds  on  the  basis  of  the
amount of bonds held.
(d) The board may authorize any mortgage or pledge of, or the creation
of a security interest in, all or any part of the corporation's personal
property,   or   any   interest   therein.  Unless  the  certificate  of
incorporation provides otherwise, no vote  or  consent  of  the  members
shall be required to approve such action by the board.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 507 - Fees, Dues and Assessments; Fines and Penalties.

§ 507. Fees, dues and assessments; fines and penalties.
(a)  If  authorized by its certificate of incorporation or by-laws and
subject to  any  limitations  stated  therein  a  corporation  may  levy
initiation  fees,  dues  and  assessments on its members, whether or not
they are voting members,  and  may  impose  reasonable  fines  or  other
penalties upon its members for violations of its rules and regulations.
(b)  Initiation fees, dues or assessments may be levied on all classes
of members alike or in different amounts or  proportions  for  different
classes  of  members, as the certificate of incorporation or the by-laws
may provide, but in all cases the fees, dues and assessments payable  by
members of one class shall be determined upon the same basis.
(c)  The  certificate of incorporation or the by-laws may contain such
provisions as are deemed necessary to enforce the  collection  of  fees,
dues,  assessments,  fines  or other penalties, including provisions for
the termination of membership, upon reasonable notice,  for  non-payment
of   such  fees,  dues,  assessments,  fines  or  other  penalties,  and
provisions for reinstatement of membership.
(d) Subject to the provisions of  this  chapter,  the  certificate  of
incorporation  may  provide that members paying initiation fees, dues or
assessments  shall,  upon   dissolution   of   the   corporation,   have
distributive  rights  in  its  assets.  The  distributive  rights may be
different for different classes of members, but in all cases the  rights
of members of one class shall be the same.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 508 - Income From Corporate Activities.

§ 508. Income from corporate activities.
A  corporation  whose lawful activities involve among other things the
  charging of fees or prices for its services or products shall  have  the
  right  to  receive  such income and, in so doing, may make an incidental
  profit. All such incidental profits shall be applied to the maintenance,
  expansion or operation of the lawful activities of the corporation,  and
  in  no  case  shall  be  divided or distributed in any manner whatsoever
  among the members, directors, or officers of the corporation.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 509 - Purchase, Sale, Mortgage and Lease of Real Property.

§ 509. Purchase, sale, mortgage and lease of real property.
(a)  No  corporation shall purchase real property unless such purchase
is authorized by the vote of a majority of directors of the board or  of
a majority of a committee authorized by the board, provided that if such
property  would, upon purchase thereof, constitute all, or substantially
all, of the assets of the corporation, then the vote  of  two-thirds  of
the  entire board shall be required, or, if there are twenty-one or more
directors, the  vote  of  a  majority  of  the  entire  board  shall  be
sufficient.
(b)  No corporation shall sell, mortgage, lease, exchange or otherwise
dispose of its real property unless authorized by the vote of a majority
of directors of the board or of a majority of a committee authorized  by
the   board;   provided  that  if  such  property  constitutes  all,  or
substantially all, of the assets of the corporation, then  the  vote  of
two-thirds  of  the  entire  board  shall  be required, or, if there are
twenty-one or more directors, the vote of a majority of the entire board
shall be sufficient.
(c) If a  corporation  authorizes  a  committee  to  act  pursuant  to
paragraphs  (a)  and  (b)  of this section, the committee shall promptly
report any actions taken to the board, and in no event  after  the  next
regularly scheduled meeting of the board.
2023 New York Laws › NPC - Not-For-Profit Corporation › Article 5 - Corporate Finance › 510 - Disposition of All or Substantially All Assets.

§ 510. Disposition of all or substantially all assets.
(a)   A  sale,  lease,  exchange  or  other  disposition  of  all,  or
substantially all, the assets of a corporation may  be  made  upon  such
terms  and  conditions  and for such consideration, which may consist in
whole or in part of cash or other property, real or personal,  including
shares,  bonds  or  other  securities  of  any other domestic or foreign
corporation or corporations  of  any  kind,  as  may  be  authorized  in
accordance with the following procedure:
(1)  If  there  are  members entitled to vote thereon, the board shall
adopt a resolution recommending such  sale,  lease,  exchange  or  other
disposition.  The  resolution  shall specify the terms and conditions of
the proposed transaction, including the consideration to be received  by
the  corporation  and  the  eventual  disposition  to  be  made  of such
consideration, together with a statement that  the  dissolution  of  the
corporation  is  or is not contemplated thereafter. The resolution shall
be submitted to a vote at a meeting of members entitled to vote thereon,
which may be either an annual  or  a  special  meeting.  Notice  of  the
meeting  shall  be  given  to  each member and each holder of subvention
certificates or bonds of the corporation, whether  or  not  entitled  to
vote. At such meeting by two-thirds vote as provided in paragraph (c) of
section  613  (Vote  of  members)  the  members may approve the proposed
transaction according to the terms of the resolution of  the  board,  or
may  approve  such  sale,  lease,  exchange or other disposition and may
authorize the board to modify the terms and conditions thereof.
(2) If there are no members  entitled  to  vote  thereon,  such  sale,
lease,  exchange or other disposition shall be authorized by the vote of
at least two-thirds of the entire board,  provided  that  if  there  are
twenty-one or more directors, the vote of a majority of the entire board
shall be sufficient.
(3)  If  the corporation is, or would be if formed under this chapter,
classified as a charitable corporation under section 201 (Purposes) such
sale, lease, exchange or other disposition  shall  in  addition  require
approval  of  the  attorney general or the supreme court in the judicial
district or of the county court of the county in which  the  corporation
has its office or principal place of carrying out the purposes for which
it  was  formed  in  accordance  with  section  511  (Petition for court
approval) or section 511-a (Petition for attorney general  approval)  of
this article.
(b)  After  such authorization the board in its discretion may abandon
such sale, lease, exchange or other disposition of  assets,  subject  to
the rights of third parties under any contract relating thereto, without
further action or approval.