N.Y. Not-for-Profit Corporation Law Section 202
General and special powers


Each corporation, subject to any limitations provided in this chapter or any other statute of this state or its certificate of incorporation, shall have power in furtherance of its corporate purposes:


To have perpetual duration.


To sue and be sued in all courts and to participate in actions and proceedings, whether judicial, administrative, arbitrative or otherwise, in like cases as natural persons.


To have a corporate seal, and to alter such seal at pleasure, and to use it by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.


To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.


To sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security interest in, all or any of its property, or any interest therein, wherever situated.


To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities.


To make capital contributions or subventions to other not-for-profit corporations.


To accept subventions from other persons or any unit of government.


To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated.


To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.


To conduct the activities of the corporation and have offices and exercise the powers granted by this chapter in any jurisdiction within or without the United States.


To elect or appoint officers, employees and other agents of the corporation, define their duties, fix their reasonable compensation and the reasonable compensation of directors, and to indemnify corporate personnel. Such compensation shall be commensurate with services performed.


To adopt, amend or repeal by-laws, including emergency by-laws made pursuant to subdivision seventeen of section twelve of the state defense emergency act, relating to the activities of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its members, directors or officers.


To make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof.


To be a member, associate or manager of other non-profit activities or to the extent permitted in any other jurisdiction to be an incorporator of other corporations, and to be a partner in a redevelopment company formed under the private housing finance law.


To have and exercise all powers necessary to effect any or all of the purposes for which the corporation is formed.


If any general or special law heretofore passed, or any certificate of incorporation, shall limit the amount of property a corporation may take or hold, or the yearly income from the corporate assets or any part thereof, such corporation may take and hold property of the value of fifty million dollars or less, or the yearly income derived from which shall be six million dollars or less, or may receive yearly income from such corporate assets of six million dollars or less, notwithstanding any such limitations. In computing the value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account.


When any corporation shall have sold or conveyed any part of its real property, the supreme court, notwithstanding a restriction in any general or special law, may authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exceed the value of the property so sold and conveyed within the three years next preceding the application.


A corporation formed under general or special law to provide parks, playgrounds or cemeteries, or buildings and grounds for camp or grove meetings. Sunday school assemblies, cemetery purposes, temperance, missionary, educational, scientific, musical and other meetings, subject to the ordinances and police regulations of the county, city, town, or village in which such parks, playgrounds, cemeteries, buildings and grounds are situated, may appoint from time to time one or more special police officers, with power to remove the same at pleasure. Such special police officers shall preserve order in and about such parks, playgrounds, cemeteries, buildings and grounds, and the approaches thereto, and to protect the same from injury, and shall enforce the established rules and regulations of the corporation. Every police officer so appointed shall within fifteen days after his or her appointment and before entering upon the duties of his or her office, take and subscribe the oath of office prescribed in the thirteenth article of the constitution of the state of New York, which oath shall be filed in the office of the county clerk of the county where such grounds are situated. A police officer appointed under this section when on duty shall wear conspicuously a metallic shield with the name of the corporation which appointed him or her inscribed thereon. The compensation of police officers appointed under this section shall be paid by the corporation by which they are appointed.


Any wilful trespass in or upon any of the parks, playgrounds, buildings or grounds provided for the purposes mentioned in the preceding paragraph, or upon the approaches thereto, and any wilful injury to any of the said parks, playgrounds, buildings or grounds, or to any trees, shrubbery, fences, fixtures or other property thereon or pertaining thereto, and any wilful disturbance of the peace thereon by intentional breach of the rules and regulations of the corporation, is a misdemeanor.


No corporation shall conduct activities in New York state under any name, other than that appearing in its certificate of incorporation, without compliance with the filing provisions of General Business Law § 130 (Filing of certificates by persons conducting business under assumed name or as partners)section one hundred thirty of the general business law governing the conduct of business under an assumed name.


Every corporation receiving any kind of state funding shall ensure the provision on any form required to be completed at application or recertification for the purpose of obtaining financial assistance pursuant to this chapter, that the application form shall contain a check-off question asking whether the applicant or recipient or a member of his or her family served in the United States military, and an option to answer in the affirmative. Where the applicant or recipient answers in the affirmative to such question, the not-for-profit corporation shall ensure that contact information for the state department of veterans’ services is provided to such applicant or recipient in addition to any other materials provided.

Source: Section 202 — General and special powers, https://www.­nysenate.­gov/legislation/laws/NPC/202 (updated Apr. 7, 2023; accessed Dec. 2, 2023).

Dec. 2, 2023

Last modified:
Apr. 7, 2023

§ 202’s source at nysenate​.gov

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