N.Y.
Not-for-Profit Corporation Law Section 103
Application
(a)
Except as otherwise provided in this section, this chapter applies to every domestic corporation as herein defined, and to every foreign corporation as herein defined which is authorized to conduct or which conducts any activities in this state. This chapter also applies to any other domestic corporation or foreign corporation of any kind to the extent, if any, provided under this chapter or any law governing such corporation and, if no such provision for application is made, to the extent, if any, that the membership corporations law applied to such corporation as of the effective date of this chapter. A corporation formed by a special act of this state which has as its principal purpose an education purpose and which is a member of the university of the state of New York, is an “education corporation” under Education Law § 216-A (Applicability of not-for-profit corporation law)section two hundred sixteen-a of the education law. To the extent that the membership corporations law or the general corporation law applied to it as of the effective date of this chapter, the corresponding provisions of this chapter apply to a corporation heretofore formed by or pursuant to a special act of this state other than a religious corporation or an “education corporation” under clause (b) of subdivision one of Education Law § 216-A (Applicability of not-for-profit corporation law)section two hundred sixteen-a of the education law, if (1) its principal purpose is a religious, charitable or education purpose, and(2)
it is operated, supervised or controlled by or in connection with a religious organization. Any such corporation may at any time after the effective date of this chapter file a restated certificate of incorporation under section 805 (restated certificate of incorporation) including a statement that it elects to have this chapter apply in all respects to it. The restated certificate of incorporation shall conform with the requirements of section 402 (certificate of incorporation; contents) for new corporations. Upon the filing of such certificate by the department of state, this chapter shall apply in all respects to such corporation. This chapter also applies to any other corporation of any kind, formed not-for-profit under any other chapter of the laws of this state except a chapter of the consolidated laws, to the extent that provisions of this chapter do not conflict with the provisions of such unconsolidated law. If an applicable provision of such unconsolidated law relates to a matter embraced in this chapter but is not in conflict therewith, both provisions shall apply. Any corporation to which this chapter is made applicable by this paragraph shall be treated as a “corporation” or “domestic corporation” as such terms are used in this chapter, except that the purposes of any such corporation formed or formable under such unconsolidated law shall not thereby be extended. For the purpose of this paragraph, the effective date of this chapter as to corporations to which this chapter is made applicable by this paragraph shall be September one, nineteen hundred seventy-three.(b)
The general corporation law does not apply to a corporation of any kind to which this chapter applies. A reference in any statute of this state which makes a provision of the general corporation law applicable to a corporation of any kind to which this chapter is applicable or a reference in any statute of this state, other than the membership corporations law, which makes a provision of the membership corporations law applicable to a corporation of any kind shall be deemed and construed to refer to and make applicable the corresponding provision, if any, of this chapter.(c)
If any provision in articles one to thirteen inclusive of this chapter conflicts with a provision of any subsequent articles or of any special act under which a corporation to which this chapter applies is formed, the provision in such subsequent article or special act prevails. A provision of any such subsequent article or special act relating to a matter referred to in articles one to thirteen inclusive and not in conflict therewith is supplemental and both shall apply. Whenever the board of a corporation, formed under a special act, reasonably makes an interpretation as to whether a provision of the special act or this chapter prevails, or both apply, such interpretation shall govern unless and until a court determines otherwise, if such board has acted in good faith for a purpose which it reasonably believes to be in the best interests of the corporation, provided however, that such interpretation shall not bind any governmental body or officer.(d)
A corporation whose formation under this chapter is authorized by another corporate law is, unless otherwise provided by such corporate law, subject to all the provisions of this chapter that are applicable to a charitable corporation formed under this chapter.(e)
This chapter applies to commerce with foreign nations and among the several states, and to corporations formed by or under any act of congress, only to the extent permitted under the constitution and laws of the United States.(f)
The enactment of this chapter shall not affect the duration of a corporation which is existing on the effective date of this chapter. Any such existing corporation, its members, directors and officers shall have the same rights and be subject to the same limitations, restrictions, liabilities and penalties as a corporation formed under this chapter, its members, directors and officers.(g)
This chapter shall not affect any cause of action, liability, penalty or action or special proceeding, which on the effective date of this chapter, is accrued, existing, incurred or pending but the same may be asserted, enforced, prosecuted or defended as if this chapter had not been enacted.
Source:
Section 103 — Application, https://www.nysenate.gov/legislation/laws/NPC/103 (updated Sep. 22, 2014; accessed Apr. 20, 2024).
