senate Bill S3755

Amended

Relates to the reform of charitable organizations in the state of New York; repealer

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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  • 13 / Feb / 2013
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS
  • 18 / Mar / 2013
    • 1ST REPORT CAL.223
  • 19 / Mar / 2013
    • 2ND REPORT CAL.
  • 20 / Mar / 2013
    • ADVANCED TO THIRD READING
  • 20 / May / 2013
    • AMENDED ON THIRD READING (T) 3755A
  • 21 / Jun / 2013
    • COMMITTED TO RULES
  • 08 / Jan / 2014
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS

Summary

Relates to the reform of charitable organizations in the state of New York.

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Bill Details

See Assembly Version of this Bill:
A5422
Versions:
S3755
S3755A
Legislative Cycle:
2013-2014
Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd N-PC L, generally
Versions Introduced in Previous Legislative Cycles:
2011-2012: S4611, A5727, S4611
2009-2010: S3678, A5855, S3678
2007-2008: A11042

Votes

4
0
4
Aye
0
Nay
2
aye with reservations
0
absent
0
excused
0
abstained
show Corporations, Authorities and Commissions committee vote details

Sponsor Memo

BILL NUMBER:S3755

TITLE OF BILL: An act to amend the not-for-profit corporation law, in
relation to its recodification, reorganization, and overall operation of
non-profit entities in New York state; and to repeal certain provisions
of such law relating thereto

PURPOSE OR GENERAL IDEA OF BILL:

To undertake a comprehensive revision of the Not-for-Profit Corporation
Law.

SUMMARY OF SPECIFIC PROVISIONS:

Following is an outline of selected revisions to the N-PCL proposed by
the Corporation Law Committee of the New York State Bar Association.
This outline focuses on substantive changes rather than amendments
simply designed to conform to the Business Corporation Law. The outline
tracks the fifteen Articles of the statute, summarizing proposals for
significant changes in the first ten Articles.

Article 1 - Short title: Definitions: Application: Certificates:
Miscellaneous. The title of the statute is changed from "Not-for-Profit
Corporation Law" to "Non-Profit Corporation Law," and shorthand citation
is changed from "N-PCL" to "NPCL" (Section 141). References to the
Not-far-Profit Corporation Law or to not-fox-profit corporations are
accordingly amended to reference the Non-Profit Corporation Law or
nonprofit corporations throughout the statute (Chapter heading, and
sections 102(a); 103; 202; 305(c): 402; 501:503(c); 512; 804: 805:
807:904: 906(d): 908; 910; 1003: 1304: 1309: 1310: 1311; Article 14
heading; 1401: 1411: 1412: 1406-a).

Revisions to Article 1 foreshadow substantive changes in Articles 2 and
4. In particular, references to "Types" are eliminated in sections 103
and 112-115. Definitions (Section 102) are renumbered in alphabetical
order_ Three new definitions are added -- "assets received for specific
purposes," "charitable purposes," and "organized for charitable
purposes." Use of these terms throughout the statute is designed to
maintain clarity with respect to Attorney General and judicial oversight
in the absence of Types, focusing on the key elements for government
oversight: the presence of charitable purposes and assets raised for
specific purposes. The revised draft maintains judicial authority to
intervene in the event of misappropriation of corporate funds (Section
114 "Visitation of supreme court") but makes the provision applicable to
all not-for-profit corporations rather than only Types B and C corpo-
rations, an appropriate broadening of oversight. "Assets received for
specific purposes" is a term adapted from current Section 513. It encom-
passes donor-restricted funds as well as funds resulting from institu-
tional solicitations for designated uses. Subsequent provisions focus
Attorney General and judicial oversight on protection of such assets and
their continued use for intended purposes. The intent is to codify the
developing practice within the State and recognized by the courts that

the directors or trustees of a charitable corporation owe a duty of
obedience to the corporate purposes of the entity, assuring that assets
received to advance those purposes are not diverted without proper
consent or court approval. Requirements associated with agency approvals
prior to Secretary of State filing of certificates of incorporation are
eliminated in section 104. The new provision would maintain and facili-
tate regulatory authority in the absence of agency approvals. First,
new statutory language in section 103-A expressly provides that incorpo-
ration under this statute does not exempt an entity from requirements of
any regulatory law and does not authorize any entity to de anything
prohibited by law or regulation. The intent is to mirror the approach in
other jurisdictions and provide the new corporation the opportunity to
secure IRS recognition of tax -exempt status and engage in critical
planning and organizational activities while also preserving the domi-
nance of any state regulatory regime with respect to activities subject
to licensing requirements.

Article 2 - Corporate Purposes and Powers. The primary change to Article
2 is the elimination of Types A, B, C, and D. Thus definitions of Types
and distinctions between Types are also eliminated in section 201. The
provision is amended to prohibit any non-profit corporation from
conducting activities for Pecuniary profit or financial gain, except to
support its other lawful activities, essentially importing current
section 204 into revised section 201. The explicit power to establish
conditions and requirements for membership is added (Section 202), fore-
shadowing clarification in Article 6 of membership criteria and proce-
dures. Provisions for dollar limits associated with income-producing
real estate (Section 202) and restricted transfer of real property to a
member of the corporation (Section 205) are deleted. References to
subventions and capital contributions also are deleted in section 202.

Article 3 - Corporate Name and Service of Process. Modest revisions are
proposed for Article 3. The most significant change, section 301, would
expand the options for required terms in the name of a not-for-profit
corporation. Currently, a corporate name must include the word (or
abbreviation of) "corporation," "incorporated," or "limited"; the draft
revision adds "association," "club," "foundation," "fund," "institute,"
"union" or "society" to the list.

Article 4 - Formation of corporations. Article 4 is revised to eliminate
the requirement to include designation of Type A, B, C, or D in the
contents of the certificate of incorporation of a not-for-profit corpo-
ration. The revisions further eliminate the need to list names and
addresses of initial directors in the certificate (Section 402).
Conforming with BCL section 402(b), which is now a well-accepted form of
director protection, the revised Article 4 would allow the certificate
to limit personal liability of directors to the corporation or its
members -- although not to third parties -- for certain breaches of duty
(Section 402). This limitation of liability will not protect a director
whose conduct involved bad faith, intentional misconduct, knowing
violations of law or receipt of an improper financial gain or other
advantage. The revised Article 4 also streamlines the approval process

for incorporation (Section 404). Under current law, prior to submitting
a certificate of incorporation to the Secretary of State, not-for-profit
incorporators in New York must first obtain written approval or consent
from any other state agency with jurisdiction over activity the corpo-
ration might eventually undertake pursuant to its stated purposes. Such
approval is required even if the corporation is formed in order to
conduct preliminary planning, fundraising, and organizational activity
short of the substantive operation that ultimately would be subject to
state regulation or licensing; and, this agency approval requirement is
triggered by purposes stated in the certificate of incorporation, wheth-
er or not the corporation ever operates in furtherance of such purposes.
State agency oversight is protected through the requirement that the new
corporation provide a certified copy of the filed certificate of incor-
poration to the applicable state agency following incorporation. Accom-
panying this shift from agency approval to Secretary of State notice is
a provision (Section 404) echoing the new section 103-A, i.e., further
reinforcing the regulatory application of other laws and affirming the
authority of any governmental body to re quire a corporation to obtain a
license or permit legally required for conduct of specific activities.

Article 5 - Corporate Finance. Revisions to Article 5 simplify the
framework for capital structure of not-for-profit corporations by elimi-
nating the "subvention," a subordinated debt instrument unique to New
York law (Sections 504-505). Although the Committee expresses no princi-
pled opposition to subventions, it assumes that use of more conventional
subordinated debt instruments such as promissory notes is adequate, less
complex, and more consistent with the capital structure of non-profit
corporations in other states. This change, if enacted, would require a
mechanism to account for subventions previously authorized and outstand-
ing. Also in Article 5, provisions for relative rights, preferences, and
limitations of capital certificates are clarified in conformance with
the BCL Section 502 issuance of transferable membership certificates
(Section 501) or capital certificates (Section 502) would be permitted,
if so authorized in the certificate of incorporation or bylaws. In
Sections 510 and 511, judicial approval is required with respect to
applicable asset transactions by corporations formed for charitable
purposes or corporations that hold restricted assets. These provisions
reflect appropriate oversight of both charitable organizations and
restricted assets.

Government oversight is broadened over current law in that transactions
by a corporation without charitable purposes would be subject to judi-
cial approval if the corporation also holds restricted assets, which is
an appropriate method to assure that restricted assets are not endan-
gered by the larger asset transaction. An exception is added for trans-
fers to constituent charitable corporations, i.e. to charitable corpo-
rations controlled by or under common control with the selling
corporation. Failure of the corporation to file required reports would
subject the corporation to an order of the Attorney General compelling
such report(s) to be filed within 60 days of such order (Section 520).
Continued noncompliance following the 60-day period would give rise to
potential further action by the Attorney General for judicial dissol-

ution pursuant to Article 11. Greater focus on enforcing current law
appears to the Committee as a more efficient route than the heightened
standards for annual reporting by corporate officers reflected in numer-
ous legislative proposals since January 23, 2003, though the two are not
incompatible. Article 5 contains several provisions arising out of New
York's adoption of its version of the Uniform Management of Institu-
tional Funds Act ("UMIFA") back in 1978, UMIFA, like the N-PCL, is poor-
ly suited to serve the non-profit and especially the charitable sector
after decades of development, and a successor act, the Uniform prudent
Management of Institutional Funds Act ("UPMIFA"), had been proposed. At
this early juncture, while the Committee has several suggestions on how
to improve the N-PCT, in this regard, to do so in light of the develop-
ments of UPMIFA would be premature. Continued attention will need to be
paid to this subject, given the continued large concentration of invest-
ment assets within New York non-profits and the challenges posed by
imaginative investment vehicles.

Article 6 - Members. Revisions to Article 6 enable any New York not-for-
profit corporation to designate itself as a membership or a non-member-
ship organization. (Under current law, Type B corporations may have
members or not, but other Types must have members.) A corporation with
more than one class of members must designate its multiple classes of
members in the certificate of incorporation (Section 601). Revisions
further clarify the designation of events constituting membership termi-
nation. The Article 6 revisions also clarify procedures for member meet-
ings, meeting notices, rights of inspection, voting on bylaw amendments,
and other decision making by the board or the members (Sections
602-603.603-606.610-611,614,621).

Article 7 - Directors and Officers. Revisions to Article 7 maintain the
current requirement that a not-for-profit corporation have at least
three directors (Section 702). With respect to officers, however, it
would allow one person to hold all or any combination of the offices of
president, secretary, or treasurer in a one-member not-for-profit corpo-
ration (Section 713). The draft revision deletes the "special commit-
tees" provisions contained in paragraph (c). Those provisions have
provoked considerable confusion among organizations, including whether a
special committee must be composed exclusively of directors. The draft
also consistently deletes reference to "standing" committees. The
revised section will authorize committees of the board composed of three
or more directors and committees" of the corporation" that need not be
composed of directors. These revisions make this section consistent with
the parallel section in the Business Corporation Law. The draft
revisions implicate fiduciary duties of directors and officers section
717 with language parallel to BCL section 717(b). This provision enables
directors to consider the interests of a range of stakeholder interests
in the context of a potential change in control of the corporation. A
provision section 720-a imported from BCL section 402(b) allows the
certificate of incorporation to limit certain liability of a director to
the corporation or its members, providing further incentive to attract
non-profit corporation directors. This provision does not allow for
limiting liability to third parties, nor does it apply in the event of

misconduct or undue personal gain by the director. With respect to
corporate transactions with interested directors, the Committee notes
that current law requires transactions to be fair or to be approved by
disinterested directors. Many nonprofit corporations rely on beneficial
business relationships with directors, and the N-PCL section 715 sets
adequate bounds without discouraging such relationships. No further
restrictions appear necessary, especially given Attorney General author-
ity currently for action against interested directors pursuant to Arti-
cle 7 and Internal Revenue Service authority to enforce related
restrictions under IRC section 4958.

Article 8 - Amendments and Changes. Similar to Article 4 changes with
respect to incorporation, the revisions to Article 8 eliminate refer-
ences to Types and, more notably, requirements of state agency approvals
prior to filing certificates of amendment by the Secretary of State
(Section 804). This change recognizes the reality that the conditions
that society expects non-profit organizations to address can, and do,
evolve rapidly; yet the limitations and delays inherent in existing law
on corporations' ability to update their corporate purposes impede them
from fully benefiting society. New language - section 801 provides that
no amendment to a certificate of incorporation can enable use of any
assets received for specific purposes in a manner inconsistent with such
purposes. A new provision new (Section 8060 d) provides that amendment
of purposes would not prevent a corporation from applying assets
acquired prior to such amendment to such amended purposes, provided that
the corporation abides by any gift instrument for assets received for
specific purposes prior to such amendment. By those provisions, a corpo-
ration's ability to efficiently update its purposes will not conflict
with legal restrictions on then-existing assets. Modest changes also
clarify the relative authority of the members and the board of directors
with respect to voting on amendments to the certificate of incorporation
or by-laws (Sections 802-803). Judicial approval of certificates of
amendment would not be required (new Section 806 - formerly Section
804), provided that corporate assets will continue to be used for the
specific purposes for which funds were given to the corporation (Section
801). This provision conforms to recent repeal of parallel judicial
approval provisions in Article 4 governing formation of Types Band C
corporations.

Article 9 - Merger or Consolidation. References to Types are deleted
from Article 9 (Section 908). Further revisions to Article 9 add the
power of a New York not-for-profit corporation to merge, not simply with
another New York not-for-profit corporation, but also with a non-profit
corporation in a different state (Section 901). Procedures for merger
plan approval are clarified (Section 903). Merger of any corporation
that is organized for charitable purposes and that holds assets received
for specific purposes must be approved by the supreme court (Section
907), with opportunity for appearance and objection to the plan by the
Attorney General (Section 907(b). Following such approval, the corpo-
ration must submit a certificate of merger to the Secretary of State,
who in turn notifies state agencies with oversight of any of the corpo-
ration's purposes. Any assets received for specific purposes prior to

the merger will retain such designation of use after the merger, except
as otherwise directed by the Supreme Court that approves the merger
(Section 905)_ Criteria for judicial approval are narrowed to focus upon
use of assets in accordance with specific purposes for which such assets
were received (Section 907).

Article 10 - Non-Judicial Dissolution. Revisions to Article 10 require
approval of the Supreme Court for dissolution of any corporation that is
organized for charitable purposes or that holds assets received for
specific purposes (rather than applying to Types Band C corporations)
(Sections 1001 & 1003), with opportunity for appearance and objection to
the plan by the Attorney General (Section 1003) . As with the changes to
Sections 510 and 511, these changes reflect the appropriate exercise of
government oversight over charitable organizations and any non-profit
organization holding restricted assets. Following any such judicial
approval, a corporation would be required to submit a certificate of
dissolution to the Secretary of State who in turn would notify state
agencies related to any of the corporation's purposes. Decision-making
procedures with respect to dissolution are clarified (Section 1002).
Procedures after dissolution are focused upon winding up corporate
affairs and assuring use of assets received for specific purposes for
such purposes (Section 1005). Provisions for revocation or annulment of
voluntary dissolution proceedings are deleted (Sections 1010 & 1012).

Article 11- et. seq. The NYSBA has drafted no significant amendments to:
Article 11 - Judicial Dissolution; Article 12 -Receivership; Article 13
- Foreign Corporations; Article 14 - Special Not-for-Profit Corpo-
rations; Article 15 -Public Cemetery Corporations.

JUSTIFICATION:

The Corporation Law Committee (the "Committee") of the New York State
Bar Association ("NYSBA") has initiated a process of review and proposed
revision of the N-PCL. Initially undertaken to conform the N-PCL to the
current Business Corporation Law in New York, this process presents an
opportunity to revisit and improve selected provisions of the N-PCL,
especially in light of the dramatic changes in corporate governance
throughout the sector in response to the Sarbanes-Oxley Act. The Commit-
tee's analysis, in consultation with other experts, has resulted in a
comprehensive draft revision of the N-PCL, a statute that has not seen
extensive revision since its adoption over three decades ago. The
nonprofit sector in New York State is enormous and wide-ranging -- foun-
dations and charities, health care organizations, service agencies,
clubs and neighborhood groups, cultural institutions, religious organ-
izations, research and educational centers, chambers of commerce,
economic development corporations, and more. The impact of the sector,
and even certain of the entities within it, is vital to the people and
economy of the State of New York. The Committee has benefited from the
expertise of the many and varied parties engaged with the N-PC L --
non-profit directors, officers, and employees; lawyers and other profes-
sionals who advise non-profit corporations; interested committees of the
organized bar; government officials, including legislators, the Office

of the State Attorney General, and the Office of the Secretary of State;
and commentators and scholars. The Committee's goal was to produce a
revised statute that best serves the public interest and the New York
non-profit sector. The draft revision compares favorably with comparable
laws in other states and, if enacted, will substantially reduce current
incentives for organizations in New York State to incorporate or move
investment assets out of state, reduce government burdens, and stream-
line non-profit governance without compromising oversight. The Commit-
tee's ongoing consultations with respect to concurrent drafting initi-
atives -- including work on the American Bar Association's Revised Model
Nonprofit Corporation Act and the American Law Institute's Project on
Principles of the Law of Nonprofit Corporations further assure that New
York's revised N-PCL will reflect best practices nationally. The NYSBA
seeks a more consistent statutory framework for non-profit corporations
and business corporations in New York State. Such symmetry will simplify
the practice and interpretation of corporate law in the state, partic-
ularly given the significant and growing overlap of non-profit and busi-
ness law practice. Substantial revision of the New York Business Corpo-
ration Law in recent years has not been accompanied by parallel changes
to the N-PCL. These N-PCL draft revisions conform where appropriate to
the BCL, including parallel articles and section numbers as well as
similar language in parallel provisions. Beyond conforming the N-PCL to
the BCL, the draft revisions reflect an effort to reduce excessive
barriers to formation and operation of not- for-profit corporations in
New York, while maintaining sufficient government oversight and empha-
sizing the fiduciary responsibilities of directors and officers. These
proposed changes are the product of a generation's worth of learning
since the enactment of the original statute, For example, unlike non-
profit corporation statutes in most other states, New York's N-PCL
requires incorporators to obtain advance approvals from various state
agencies as a condition of incorporation. This denies organizations the
opportunity to conduct planning and seek crucial federal recognition of
tax-exempt status while simultaneously securing state regulatory
approval to operate. A more streamlined approach, commonly used through-
out the U.S., is recommended by which incorporation can occur but regu-
lated activities cannot be conducted until appropriate licensure is
obtained. Other changes with respect to dissolutions of not- for-profit
corporations have largely already been incorporated by recent changes to
the N-PCL -- an indication of the recognized need to modernize the stat-
ute without compromising the public interest. The draft revisions elim-
inate many of the idiosyncratic provisions unique to New York law,
created at a time when the law in the field was not as well developed
and the Legislature was grappling with amalgamating various model acts
and the recently-adopted BCL into a single statute. In particular, the
draft revisions eliminate the designation of statutory "Types" of not-
for-profit corporations. The N-PCL definitions of four types -- A, B, C
or D -- create undue complexity in formation and ambiguity at the
borders between Types, disguise the impact of the common and statutory
law on charitable funds managed by corporations, and provide potential
dissonance with federal Internal Revenue Code ("IRC") categories for tax
exemption. Elimination of Types would result in consistent statutory
rules for all non-profit corporations incorporated in New York, with

targeted protections for continued use of donor-restricted and charita-
ble funds for their intended purposes, a refinement that recognizes
recent enforcement actions by the Attorney General Charities Bureau and
its important oversight role in this area. The Committee has given
careful consideration to, and received valuable inputs with respect to,
the possible incorporation of various aspects of the Sarbanes-Oxley Act
into the N-PCL. The consideration of these elements -- required execu-
tive and audit committees; adoption of a code of ethics; whistle blower
and document retention/destruction policies; verification or certif-
ication of financial statements and other filings; auditor independence
standards; and so on -- has resulted in a varied and vigorous debate in
the nonprofit and charitable communities nationwide. The Committee,
while sensitive to the importance of transparency and protections
against wrongdoing among not-for-profit corporation boards and execu-
tives, has not incorporated these elements into the draft revisions.
Instead, the Committee has deferred to the approach taken by the Attor-
ney General Charities Bureau, and relied upon individual corporations to
consider and adopt appropriate measures, consonant with industry prac-
tice and their obligations to meet the standard of care imposed by NPCL
Section 717. The Committee expects (and invites) continued consideration
of this approach as various constituencies around the state comment on
the draft revisions. Finally, the NYSBA recommends changing the title of
the statute to the "Non-Profit Corporation Law," adjusting the reference
to "NPCL." The current title -- "Not-for-Profit Corporation Law" italics
added -- was intended originally to clarify that a corporation organized
under this statute is permitted to make a "profit" within the limita-
tions of the statute. That principle of law has come to be widely and
well understood, without regard to the title of.the statute. Indeed, the
nomenclature is unique to New York, another distinction which no longer
makes a difference and causes confusion even within New York but also,
certainly, as New York corporations deal with others around the country.
Today, in New York and elsewhere, numerous non-profit corporations
engage in commercial activity within the limits of state and federal
law, making net revenues in some instances but adhering to the prohibi-
tion on distributing profit. Changing the title of the N-PCL to the
Non-Profit Corporation Law will provide for more succinct and under-
standable terminology and will put New York in step with the doctrinal
norm.

PRIOR LEGISLATIVE HISTORY:

2012:S.4611/A.5727 -- THIRD READING/corporations
2009-10:S.3678/A.51355 -- CORPORATIONS/corporations
2007-08: S.7941/A.11042 -- CORPORATIONS/corporations

FISCAL IMPLICATIONS:

None to state or local government.

EFFECTIVE DATE:

This act shall take effect immediately.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  3755

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                            February 13, 2013
                               ___________

Introduced  by  Sen.  RANZENHOFER -- read twice and ordered printed, and
  when printed to be committed to the Committee on Corporations, Author-
  ities and Commissions

AN ACT to amend the not-for-profit corporation law, in relation  to  its
  recodification,  reorganization,  and  overall operation of non-profit
  entities in New York state; and to repeal certain provisions  of  such
  law relating thereto

  THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section 1. Article 1 of the not-for-profit corporation law is REPEALED
and a new article 1 is added to read as follows:
                                 ARTICLE 1
                 SHORT TITLE; DEFINITIONS; APPLICATION;
                       CERTIFICATES; MISCELLANEOUS
SECTION 101.   SHORT TITLE.
        102.   DEFINITIONS.
        103.   APPLICATION.
        103-A. RELATIONSHIP TO OTHER LAWS.
        104.   CERTIFICATES; REQUIREMENTS, SIGNING,  FILING,  EFFECTIVE-
                 NESS.
        104-A. FEES.
        105.   CERTIFICATES; CORRECTIONS.
        106.   CERTIFICATES AS EVIDENCE.
        107.   CORPORATE SEAL AS EVIDENCE.
        108.   WHEN   NOTICE  OR  LAPSE  OF  TIME  UNNECESSARY;  NOTICES
                 DISPENSED WITH WHEN DELIVERY IS PROHIBITED.
        109.   RESERVATION OF POWER.
        110.   EFFECT OF INVALIDITY OF PART OF CHAPTER; SEVERABILITY.
        111.   REFERENCES.
        112.   ACTIONS OR SPECIAL PROCEEDINGS BY ATTORNEY-GENERAL.
        114.   VISITATION OF SUPREME COURT.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD08903-01-3

S. 3755                             2

S 101. SHORT TITLE.
  THIS  CHAPTER  SHALL  BE KNOWN AS THE "NON-PROFIT CORPORATION LAW" AND
MAY BE CITED AS "NPCL".
S 102. DEFINITIONS.
  (A) AS USED IN THIS CHAPTER, UNLESS THE  CONTEXT  OTHERWISE  REQUIRES,
THE TERM:
  (1)  "ASSETS RECEIVED FOR SPECIFIC PURPOSES" MEANS FUNDS OR OTHER REAL
OR PERSONAL PROPERTY OF ANY KIND, THAT MAY BE GIVEN, GRANTED, BEQUEATHED
OR DEVISED TO OR OTHERWISE VESTED IN A CORPORATION IN TRUST FOR, OR WITH
A DIRECTION TO APPLY THE SAME TO, ANY PARTICULAR PURPOSE.
  (2) "AUTHORIZED PERSON" MEANS A PERSON, WHETHER OR NOT A MEMBER, OFFI-
CER, OR DIRECTOR, WHO IS AUTHORIZED TO ACT ON BEHALF OF A CORPORATION OR
FOREIGN CORPORATION.
  (3) "BONDS" INCLUDES SECURED  AND  UNSECURED  BONDS,  DEBENTURES,  AND
NOTES.
  (4)  "BY-LAWS"  MEANS THE CODE OR CODES OF RULES ADOPTED FOR THE REGU-
LATION OR MANAGEMENT OF THE AFFAIRS OF THE CORPORATION  IRRESPECTIVE  OF
THE NAME OR NAMES BY WHICH SUCH RULES ARE DESIGNATED.
  (5)  "CERTIFICATE  OF INCORPORATION" INCLUDES (I) THE ORIGINAL CERTIF-
ICATE OF INCORPORATION OR ANY OTHER INSTRUMENT FILED OR ISSUED UNDER ANY
STATUTE TO FORM A DOMESTIC OR FOREIGN CORPORATION, AS  AMENDED,  SUPPLE-
MENTED OR RESTATED BY CERTIFICATES OF AMENDMENT, MERGER OR CONSOLIDATION
OR  OTHER CERTIFICATES OR INSTRUMENTS FILED OR ISSUED UNDER ANY STATUTE;
OR (II) A SPECIAL ACT OR CHARTER CREATING A DOMESTIC OR  FOREIGN  CORPO-
RATION, AS AMENDED, SUPPLEMENTED OR RESTATED.
  (6) "CHARITABLE PURPOSES" OF A CORPORATION MEANS PURPOSES CONTAINED IN
THE CERTIFICATE OF INCORPORATION OF THE CORPORATION THAT ARE CHARITABLE,
EDUCATIONAL,  RELIGIOUS,  SCIENTIFIC,  LITERARY,  CULTURAL  OR  FOR  THE
PREVENTION OF CRUELTY TO CHILDREN OR ANIMALS.
  (7) "CONDUCTING OF ACTIVITIES" OF A CORPORATION MEANS  THE  OPERATIONS
FOR  THE  CONDUCT OF WHICH SUCH CORPORATION IS FORMED AND MAY CONSTITUTE
"DOING OF BUSINESS" OR "TRANSACTION OF BUSINESS" AS THOSE TERMS ARE USED
IN THE STATUTES OF THIS STATE.
  (8) "CORPORATION" OR "DOMESTIC CORPORATION" MEANS  A  CORPORATION  (I)
FORMED  UNDER THIS CHAPTER, OR EXISTING ON ITS EFFECTIVE DATE AND THERE-
TOFORE FORMED UNDER ANY OTHER GENERAL STATUTE OR BY ANY SPECIAL  ACT  OF
THIS  STATE,  EXCLUSIVELY  FOR  A PURPOSE OR PURPOSES, NOT FOR PECUNIARY
PROFIT OR FINANCIAL GAIN, FOR WHICH A CORPORATION MAY  BE  FORMED  UNDER
THIS  CHAPTER, AND (II) NO PART OF THE ASSETS, INCOME OR PROFIT OF WHICH
IS DISTRIBUTABLE TO, OR INURES TO THE BENEFIT OF, ITS MEMBERS, DIRECTORS
OR OFFICERS EXCEPT TO THE EXTENT PERMITTED UNDER THIS STATUTE.
  (9) "DIRECTOR" MEANS ANY MEMBER OF THE GOVERNING  BOARD  OF  A  CORPO-
RATION,  WHETHER  DESIGNATED AS DIRECTOR, TRUSTEE, MANAGER, GOVERNOR, OR
BY ANY OTHER TITLE. THE TERM "BOARD" MEANS "BOARD OF DIRECTORS".
  (10) "ENDOWMENT FUND" MEANS AN INSTITUTIONAL FUND, OR ANY PART  THERE-
OF,  NOT  WHOLLY  EXPENDABLE BY THE CORPORATION ON A CURRENT BASIS UNDER
THE SPECIFIC TERMS OF ALL APPLICABLE GIFT INSTRUMENTS.
  (11) "FOREIGN CORPORATION" MEANS A CORPORATION FORMED UNDER LAWS OTHER
THAN THE STATUTES OF THIS STATE, WHICH, IF FORMED UNDER THE STATUTES  OF
THIS  STATE,  WOULD  BE  WITHIN THE TERM "CORPORATION OR DOMESTIC CORPO-
RATION" AS DEFINED IN  THIS  SECTION.    "AUTHORIZED",  WHEN  USED  WITH
RESPECT  TO  A FOREIGN CORPORATION, MEANS HAVING AUTHORITY UNDER ARTICLE
13 OF THIS CHAPTER TO CONDUCT ACTIVITIES  OF  THE  CORPORATION  IN  THIS
STATE.
  (12)  "GIFT  INSTRUMENT" MEANS A WILL, DEED, GRANT, CONVEYANCE, AGREE-
MENT, MEMORANDUM, COURT  ORDER,  WRITING  OR  OTHER  GOVERNING  DOCUMENT

S. 3755                             3

(INCLUDING  THE  TERMS  OF ANY INSTITUTIONAL SOLICITATIONS FROM WHICH AN
INSTITUTIONAL FUND RESULTED) UNDER WHICH PROPERTY IS TRANSFERRED  TO  OR
ACQUIRED BY A CORPORATION AS AN INSTITUTIONAL FUND.
  (13)  "GOVERNING  BOARD" MEANS THE BODY RESPONSIBLE FOR THE MANAGEMENT
OF A CORPORATION OR OF AN INSTITUTIONAL FUND.
  (14) "HISTORIC DOLLAR VALUE" MEANS THE AGGREGATE FAIR VALUE IN DOLLARS
OF (I) AN ENDOWMENT FUND AT THE TIME IT BECAME AN ENDOWMENT  FUND,  (II)
EACH  SUBSEQUENT  DONATION TO THE FUND AT THE TIME IT IS MADE, AND (III)
EACH ACCUMULATION MADE PURSUANT TO A DIRECTION IN  THE  APPLICABLE  GIFT
INSTRUMENT AT THE TIME THE ACCUMULATION IS ADDED TO THE FUND. THE DETER-
MINATION  OF HISTORIC DOLLAR VALUE MADE IN GOOD FAITH BY THE CORPORATION
IS CONCLUSIVE.
  (15) "INFANT" OR "MINOR" MEANS ANY PERSON WHO HAS NOT ATTAINED THE AGE
OF EIGHTEEN YEARS.
  (16) "INSOLVENT" MEANS BEING UNABLE TO PAY DEBTS AS THEY BECOME DUE IN
THE USUAL COURSE OF THE DEBTOR'S BUSINESS.
  (17) "INSTITUTIONAL FUND" MEANS A FUND FOR THE EXCLUSIVE USE,  BENEFIT
OR  PURPOSES  OF A CORPORATION, HELD EITHER BY THE CORPORATION ITSELF OR
ON BEHALF OF THE CORPORATION BY A PERSON OR ENTITY WHOSE SOLE  AUTHORITY
WITH  RESPECT TO THE FUND HAS BEEN DELEGATED BY THE CORPORATION PURSUANT
TO SECTION 514 OF THIS CHAPTER, BUT DOES NOT INCLUDE (I) A FUND HELD FOR
A CORPORATION BY A TRUSTEE THAT IS NOT A NON-PROFIT  CORPORATION  (OTHER
THAN  A  TRUSTEE  WHOSE SOLE AUTHORITY WITH RESPECT TO THE FUND HAS BEEN
DELEGATED BY THE CORPORATION PURSUANT TO SECTION 514 OF  THIS  CHAPTER),
OR  (II)  A  FUND IN WHICH A BENEFICIARY THAT IS NOT A NON-PROFIT CORPO-
RATION HAS AN INTEREST (OTHER THAN POSSIBLE RIGHTS THAT COULD ARISE UPON
VIOLATION OR FAILURE OF THE PURPOSES OF THE FUND).
  (18) "MEMBER" MEANS ONE HAVING MEMBERSHIP RIGHTS IN A  CORPORATION  IN
ACCORDANCE  WITH  THE  PROVISIONS OF ITS CERTIFICATE OF INCORPORATION OR
BY-LAWS.
  (19) "NON-PROFIT  CORPORATION"  MEANS  A  CORPORATION  AS  DEFINED  IN
SUBPARAGRAPH (8) OF THIS PARAGRAPH.
  (20)  "OFFICE OF A CORPORATION" MEANS THE OFFICE THE LOCATION OF WHICH
IS STATED IN THE CERTIFICATE OF INCORPORATION OF A DOMESTIC CORPORATION,
OR IN THE APPLICATION FOR AUTHORITY  OF  A  FOREIGN  CORPORATION  OR  AN
AMENDMENT  THEREOF. SUCH OFFICE NEED NOT BE A PLACE WHERE ACTIVITIES ARE
CONDUCTED BY SUCH CORPORATION.
  (21) "ORGANIZED FOR CHARITABLE PURPOSES" MEANS THAT THE  CORPORATION'S
CERTIFICATE OF INCORPORATION CONTAINS CHARITABLE PURPOSES.
  (22) "PROCESS" MEANS JUDICIAL PROCESS AND ALL ORDERS, DEMANDS, NOTICES
OR  OTHER PAPERS REQUIRED OR PERMITTED BY LAW TO BE PERSONALLY SERVED ON
A DOMESTIC OR FOREIGN CORPORATION, FOR THE PURPOSE OF  ACQUIRING  JURIS-
DICTION OF SUCH CORPORATION IN ANY ACTION OR PROCEEDING, CIVIL OR CRIMI-
NAL, WHETHER JUDICIAL, ADMINISTRATIVE, ARBITRATIVE OR OTHERWISE, IN THIS
STATE OR IN THE FEDERAL COURTS SITTING IN OR FOR THIS STATE.
  (23) "PERSON" MEANS ANY ASSOCIATION, CORPORATION, JOINT STOCK COMPANY,
ESTATE,  GENERAL PARTNERSHIP (INCLUDING ANY REGISTERED LIMITED LIABILITY
PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP),  LIMITED  ASSOCI-
ATION,  LIMITED  LIABILITY  COMPANY  (INCLUDING  A  PROFESSIONAL SERVICE
LIMITED LIABILITY COMPANY), FOREIGN LIMITED LIABILITY COMPANY (INCLUDING
A  FOREIGN  PROFESSIONAL  SERVICE  LIMITED  LIABILITY  COMPANY),   JOINT
VENTURE,  LIMITED  PARTNERSHIP,  NATURAL  PERSON, REAL ESTATE INVESTMENT
TRUST, BUSINESS TRUST OR OTHER TRUST, CUSTODIAN, NOMINEE  OR  ANY  OTHER
INDIVIDUAL OR ENTITY IN ITS OWN OR ANY REPRESENTATIVE CAPACITY.
S 103. APPLICATION.

S. 3755                             4

  (A) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THIS CHAPTER APPLIES
TO  EVERY  DOMESTIC CORPORATION AS DEFINED IN THIS ARTICLE, AND TO EVERY
FOREIGN CORPORATION AS DEFINED IN THIS ARTICLE 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  TYPE  OR KIND TO THE EXTENT, IF ANY, PROVIDED UNDER THIS CHAPTER OR
ANY LAW GOVERNING SUCH CORPORATION AND, IF NO SUCH PROVISION FOR  APPLI-
CATION  IS MADE, TO THE EXTENT, IF ANY, THAT THE MEMBERSHIP CORPORATIONS
LAW APPLIED TO SUCH CORPORATION AS OF THE EFFECTIVE DATE OF  THIS  CHAP-
TER.  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
SECTION TWO HUNDRED SIXTEEN-A OF THE EDUCATION LAW.
  TO  THE  EXTENT  THAT  THE  FORMER  MEMBERSHIP CORPORATIONS LAW OR THE
FORMER 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  PARAGRAPH (B) OF SUBDIVISION ONE OF SECTION TWO HUNDRED SIXTEEN-A
OF THE EDUCATION LAW, IF (1) ITS PRINCIPAL PURPOSE IS A RELIGIOUS, CHAR-
ITABLE OR EDUCATION PURPOSE, AND  (2)  IT  IS  OPERATED,  SUPERVISED  OR
CONTROLLED BY OR IN CONNECTION WITH A RELIGIOUS ORGANIZATION.
  THIS  CHAPTER  ALSO  APPLIES  TO  ANY OTHER CORPORATION OF ANY TYPE OR
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  PARA-
GRAPH SHALL BE SEPTEMBER FIRST, NINETEEN HUNDRED SEVENTY-THREE.
  (B)  THE  BUSINESS  CORPORATION LAW DOES NOT APPLY TO A CORPORATION OF
ANY TYPE OR KIND TO WHICH THIS CHAPTER APPLIES. A REFERENCE IN ANY STAT-
UTE OF THIS STATE WHICH MAKES A PROVISION OF  THE  BUSINESS  CORPORATION
LAW  APPLICABLE TO A CORPORATION OF ANY TYPE OR KIND TO WHICH THIS CHAP-
TER IS APPLICABLE OR A REFERENCE IN ANY STATUTE  OF  THIS  STATE,  OTHER
THAN  THE FORMER MEMBERSHIP CORPORATIONS LAW, WHICH MAKES A PROVISION OF
THE MEMBERSHIP CORPORATIONS LAW APPLICABLE TO A CORPORATION OF ANY  TYPE
OR  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 1 TO 13  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 1 TO 13 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 INTERPRETA-
TION  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

S. 3755                             5

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)  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.
  (E) 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.
  (F) 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.
S 103-A. RELATIONSHIP TO OTHER LAWS.
  (A) THIS CHAPTER IS NOT INTENDED TO AUTHORIZE ANY ENTITY TO DO ANY ACT
PROHIBITED BY ANY REGULATORY LAW.
  (B) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE BY OR PURSUANT TO A REGULA-
TORY LAW:
  (1) THE FILING BY THE DEPARTMENT OF STATE OF ANY DOCUMENT  UNDER  THIS
CHAPTER  SHALL  NOT  BE  EFFECTIVE  TO  EXEMPT AN ENTITY FROM ANY OF THE
REQUIREMENTS OF ANY REGULATORY LAW.
  (2) FAILURE TO COMPLY WITH A REGULATORY  LAW  IN  CONNECTION  WITH  AN
ACTION UNDER THIS CHAPTER SHALL NOT AFFECT THE VALID EXISTENCE FOLLOWING
THE ACTION OF AN ENTITY THAT ENGAGED IN OR WAS A PARTY TO THE ACTION.
  (3) IF AN ACTION UNDER THIS CHAPTER IS ENJOINED OR REVERSED BECAUSE OF
A  VIOLATION  OF  A  REGULATORY  LAW  AFTER THE FILING THAT EFFECTED THE
ACTION HAS BECOME EFFECTIVE, THE ENJOINING OR  REVERSAL  OF  THE  ACTION
SHALL  NOT  AFFECT  THE VALID EXISTENCE OF AN ENTITY THAT WAS A PARTY TO
THE ACTION AND THE EXISTENCE OF ANY ENTITY WHOSE EXISTENCE CEASED IN THE
ACTION SHALL BE REINSTATED UPON THE FILING WITH THE DEPARTMENT OF  STATE
BY ANY INTERESTED PARTY OF A FINAL ORDER NOT SUBJECT TO APPEAL ENJOINING
OR REVERSING THE ACTION.
  (C)  ANY DOCUMENT FILED BY THE DEPARTMENT OF STATE OR ANY ACTION TAKEN
BY ANY PERSON UNDER THE AUTHORITY OF THIS CHAPTER IN  VIOLATION  OF  ANY
REGULATORY LAW SHALL BE INEFFECTIVE AS AGAINST NEW YORK STATE, INCLUDING
THE  OFFICERS,  DEPARTMENTS,  AGENCIES,  BOARDS AND COMMISSIONS THEREOF,
UNLESS AND UNTIL THE VIOLATION IS CURED.
  (D) IF AND TO THE EXTENT THAT A REGULATORY LAW SETS  FORTH  PROVISIONS
RELATING  TO  THE  GOVERNMENT AND REGULATION OF THE AFFAIRS OF AN ENTITY
THAT ARE INCONSISTENT WITH THE PROVISIONS OF THIS CHAPTER  ON  THE  SAME
SUBJECT, THE PROVISIONS OF THE REGULATORY LAW SHALL CONTROL.
  (E) AS USED IN THIS SECTION, THE TERM "REGULATORY LAW" MEANS ANY STAT-
UTE, OTHER THAN AN ORGANIC LAW, REGULATING THE BUSINESS OF AN ENTITY AND
ANY  RULE  OR REGULATION VALIDLY PROMULGATED UNDER SUCH A STATUTE BY ANY
OFFICER, DEPARTMENT, AGENCY, BOARD OR COMMISSION OF NEW YORK STATE.
S 104. CERTIFICATES; REQUIREMENTS, SIGNING, FILING, EFFECTIVENESS.
  (A) EVERY CERTIFICATE OR OTHER INSTRUMENT RELATING TO  A  DOMESTIC  OR
FOREIGN  CORPORATION  WHICH  IS DELIVERED TO THE DEPARTMENT OF STATE FOR
FILING UNDER THIS CHAPTER, OTHER THAN A CERTIFICATE OF  EXISTENCE  UNDER
SECTION  1304  OF THIS CHAPTER, SHALL BE IN THE ENGLISH LANGUAGE, EXCEPT

S. 3755                             6

THAT THE CORPORATE NAME MAY BE IN ANOTHER LANGUAGE IF WRITTEN IN ENGLISH
LETTERS OR CHARACTERS.
  (B)  WHENEVER  SUCH  INSTRUMENT  IS  REQUIRED TO SET FORTH THE DATE OF
INCORPORATION OR THE DATE WHEN A CERTIFICATE OF INCORPORATION WAS FILED,
THE ORIGINAL CERTIFICATE OF INCORPORATION  IS  MEANT.  THIS  REQUIREMENT
SHALL BE SATISFIED, IN THE CASE OF A CORPORATION CREATED BY SPECIAL ACT,
BY SETTING FORTH THE CHAPTER NUMBER AND YEAR OF PASSAGE OF SUCH ACT.
  (C)  EVERY  SUCH  CERTIFICATE REQUIRED UNDER THIS CHAPTER TO BE SIGNED
AND DELIVERED TO THE DEPARTMENT OF  STATE  SHALL,  EXCEPT  AS  OTHERWISE
SPECIFIED  IN  THE  SECTION  PROVIDING  FOR  SUCH CERTIFICATE, BE SIGNED
EITHER BY AN OFFICER,  DIRECTOR,  ATTORNEY-IN-FACT  OR  DULY  AUTHORIZED
PERSON  AND INCLUDE THE NAME AND THE CAPACITY IN WHICH SUCH PERSON SIGNS
SUCH CERTIFICATE.
  (D) IF AN INSTRUMENT WHICH IS DELIVERED TO THE DEPARTMENT OF STATE FOR
FILING COMPLIES AS TO FORM WITH THE REQUIREMENTS OF LAW AND  THE  FILING
FEE AND TAX, IF ANY, REQUIRED BY ANY STATUTE OF THIS STATE IN CONNECTION
THEREWITH  HAVE  BEEN PAID, THE INSTRUMENT SHALL BE FILED AND INDEXED BY
THE DEPARTMENT OF STATE. NO CERTIFICATE OF AUTHENTICATION OR  CONFORMITY
OR  OTHER PROOF SHALL BE REQUIRED WITH RESPECT TO ANY VERIFICATION, OATH
OR ACKNOWLEDGMENT OF ANY INSTRUMENT DELIVERED TO THE DEPARTMENT OF STATE
UNDER  THIS  CHAPTER,  IF  SUCH  VERIFICATION,  OATH  OR  ACKNOWLEDGMENT
PURPORTS  TO HAVE BEEN MADE BEFORE A NOTARY PUBLIC, OR PERSON PERFORMING
THE EQUIVALENT FUNCTION, OF ONE OF THE STATES, OR ANY SUBDIVISION THERE-
OF, OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.  WITHOUT  LIMITING
THE  EFFECT  OF  SECTION 403 OF THIS CHAPTER, FILING AND INDEXING BY THE
DEPARTMENT OF STATE SHALL NOT BE DEEMED A  FINDING  THAT  A  CERTIFICATE
CONFORMS TO LAW, NOR SHALL IT BE DEEMED TO CONSTITUTE AN APPROVAL BY THE
DEPARTMENT  OF  STATE  OF THE NAME OF THE CORPORATION OR THE CONTENTS OF
THE CERTIFICATE, NOR SHALL IT BE  DEEMED  TO  PREVENT  ANY  PERSON  WITH
APPROPRIATE  STANDING  FROM CONTESTING THE LEGALITY THEREOF IN AN APPRO-
PRIATE FORUM.
  (E) EXCEPT AS OTHERWISE PROVIDED  IN  THIS  CHAPTER,  SUCH  INSTRUMENT
SHALL  BECOME  EFFECTIVE  UPON  THE  FILING THEREOF BY THE DEPARTMENT OF
STATE.
  (F) THE DEPARTMENT OF STATE SHALL MAKE, CERTIFY AND TRANSMIT A COPY OF
EACH SUCH INSTRUMENT TO THE CLERK OF THE COUNTY IN WHICH THE  OFFICE  OF
THE  DOMESTIC  OR FOREIGN CORPORATION IS OR IS TO BE LOCATED. THE COUNTY
CLERK SHALL FILE AND INDEX SUCH COPY.
S 104-A. FEES.
  EXCEPT AS OTHERWISE PROVIDED, THE DEPARTMENT OF  STATE  SHALL  COLLECT
THE FOLLOWING FEES PURSUANT TO THIS CHAPTER:
  (A) FOR THE RESERVATION OF A CORPORATE NAME PURSUANT TO SECTION 303 OF
THIS CHAPTER, TEN DOLLARS.
  (B)  FOR  THE RESIGNATION OF A REGISTERED AGENT FOR SERVICE OF PROCESS
PURSUANT TO SECTION 305 OF THIS CHAPTER, THIRTY DOLLARS.
  (C) FOR SERVICE OF PROCESS ON  THE  SECRETARY  OF  STATE  PURSUANT  TO
SECTION  306 OR 307 OF THIS CHAPTER, FORTY DOLLARS. IF THE SERVICE IS IN
AN ACTION BROUGHT SOLELY TO RECOVER A SUM OF MONEY NOT IN EXCESS OF  TWO
HUNDRED DOLLARS AND THE PROCESS IS SO ENDORSED, OR THE PROCESS IS SERVED
ON BEHALF OF A COUNTY, CITY, TOWN OR VILLAGE OR OTHER SUBDIVISION OF THE
STATE, TEN DOLLARS.
  (D)  FOR FILING A CERTIFICATE OF INCORPORATION PURSUANT TO SECTION 402
OF THIS CHAPTER, SEVENTY-FIVE DOLLARS.
  (E) FOR FILING A CERTIFICATE OF AMENDMENT PURSUANT TO SECTION  804  OF
THIS CHAPTER, THIRTY DOLLARS.

S. 3755                             7

  (F) FOR FILING A CERTIFICATE OF CHANGE PURSUANT TO SECTION 805 OF THIS
CHAPTER, TWENTY DOLLARS.
  (G)  FOR  FILING  A  RESTATED CERTIFICATE OF INCORPORATION PURSUANT TO
SECTION 807 OF THIS CHAPTER, THIRTY DOLLARS.
  (H) FOR FILING A CERTIFICATE OF MERGER OR  CONSOLIDATION  PURSUANT  TO
SECTION 904 OF THIS CHAPTER, THIRTY DOLLARS.
  (I)  FOR  FILING  A CERTIFICATE OF MERGER OR CONSOLIDATION OF DOMESTIC
AND FOREIGN CORPORATIONS PURSUANT TO SECTION 906 OF THIS CHAPTER, THIRTY
DOLLARS.
  (J) FOR FILING A CERTIFIED COPY OF AN ORDER OF APPROVAL OF THE SUPREME
COURT PURSUANT TO SECTION 907 OF THIS CHAPTER, THIRTY DOLLARS.
  (K) FOR FILING A CERTIFICATE OF DISSOLUTION PURSUANT TO  SECTION  1003
OF THIS CHAPTER, THIRTY DOLLARS.
  (L)  FOR  FILING A CERTIFICATE OF ANNULMENT OF DISSOLUTION PURSUANT TO
SECTION 1012 OF THIS CHAPTER, THIRTY DOLLARS.
  (M) FOR FILING AN APPLICATION BY A FOREIGN CORPORATION  FOR  AUTHORITY
TO  DO BUSINESS IN NEW YORK STATE PURSUANT TO SECTION 1304 OF THIS CHAP-
TER, ONE HUNDRED THIRTY-FIVE DOLLARS.
  (N) FOR FILING A  CERTIFICATE  OF  AMENDMENT  OF  AN  APPLICATION  FOR
AUTHORITY  BY  A  FOREIGN  CORPORATION  PURSUANT TO SECTION 1309 OF THIS
CHAPTER, THIRTY DOLLARS.
  (O) FOR FILING A CERTIFICATE OF CHANGE OF APPLICATION FOR AUTHORITY BY
A FOREIGN CORPORATION PURSUANT TO SECTION 1310 OF THIS  CHAPTER,  TWENTY
DOLLARS.
  (P)  FOR  FILING  A  CERTIFICATE OF SURRENDER OF AUTHORITY PURSUANT TO
SECTION 1311 OF THIS CHAPTER, THIRTY DOLLARS.
  (Q) FOR FILING A STATEMENT  OF  THE  TERMINATION  OF  EXISTENCE  OF  A
FOREIGN  CORPORATION  PURSUANT  TO  SECTION 1312 OF THIS CHAPTER, THIRTY
DOLLARS. THERE SHALL BE NO FEE FOR THE FILING BY AN  AUTHORIZED  OFFICER
OF  THE  JURISDICTION  OF  INCORPORATION  OF  A FOREIGN CORPORATION OF A
CERTIFICATE THAT THE FOREIGN  CORPORATION  HAS  BEEN  DISSOLVED  OR  ITS
AUTHORITY OR EXISTENCE HAS BEEN OTHERWISE TERMINATED OR CANCELLED IN THE
JURISDICTION OF ITS INCORPORATION.
  (R) FOR FILING ANY OTHER CERTIFICATE OR INSTRUMENT, THIRTY DOLLARS.
S 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
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,  THE
PROVISION  IN  THE  CERTIFICATE  AS  CORRECTED  OR ELIMINATED AND IF THE
EXECUTION WAS DEFECTIVE, THE PROPER EXECUTION. THE FILING OF THE CERTIF-
ICATE 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.
S 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

S. 3755                             8

PRIMA  FACIE EVIDENCE OF SUCH FACTS AND OF THE EXECUTION OF SUCH INSTRU-
MENT.
  (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
INSTRUMENT  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.
S 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.
S 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  OR  HER  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 PRECE-
DENT 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 PARA-
GRAPH, INCLUDE A STATEMENT THAT SUCH NOTICE  OR  COMMUNICATION  WAS  NOT
GIVEN  TO  ANY PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  SUCH AFFIDA-
VIT, 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 EXPRESS-
LY  PROVIDED  IN  THIS  CHAPTER,  BE  MAILED TO THE PERSON TO WHOM IT IS
DIRECTED AT THE ADDRESS DESIGNATED BY SUCH PERSON FOR THAT  PURPOSE  OR,
IF  NONE IS DESIGNATED, AT SUCH PERSON'S 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.

S. 3755                             9

S 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.
S 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.
S 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.
S 112. ACTIONS OR SPECIAL PROCEEDINGS BY ATTORNEY-GENERAL.
  (A) THE ATTORNEY-GENERAL MAY MAINTAIN AN ACTION OR SPECIAL PROCEEDING:
  (1)  TO  ANNUL  THE CORPORATE EXISTENCE OR DISSOLVE A CORPORATION THAT
HAS ACTED BEYOND ITS CAPACITY OR POWER OR TO RESTRAIN IT  FROM  CARRYING
ON UNAUTHORIZED ACTIVITIES;
  (2)  TO ANNUL THE CORPORATE EXISTENCE OR DISSOLVE ANY CORPORATION THAT
HAS NOT BEEN DULY FORMED;
  (3) TO RESTRAIN ANY PERSON OR PERSONS FROM ACTING  AS  A  DOMESTIC  OR
FOREIGN CORPORATION WITHIN THIS STATE WITHOUT BEING DULY INCORPORATED OR
FROM  EXERCISING IN THIS STATE ANY CORPORATE RIGHTS, PRIVILEGES OR FRAN-
CHISES NOT GRANTED TO THEM BY THE LAW OF THE STATE;
  (4) TO PROCURE A JUDGMENT REMOVING A DIRECTOR  OF  A  CORPORATION  FOR
CAUSE UNDER SECTION 706 OF THIS CHAPTER;
  (5) TO DISSOLVE A CORPORATION UNDER ARTICLE 11 OF THIS CHAPTER;
  (6)  TO  RESTRAIN  A  FOREIGN CORPORATION OR TO ANNUL ITS AUTHORITY TO
CARRY ON ACTIVITIES IN THIS STATE UNDER SECTION 1303 OF THIS CHAPTER.
  (7) TO ENFORCE ANY RIGHT GIVEN UNDER THIS CHAPTER TO MEMBERS, A DIREC-
TOR OR AN OFFICER OF A CORPORATION. THE ATTORNEY-GENERAL SHALL HAVE  THE
SAME STATUS AS THE MEMBERS.
  (8) UPON APPLICATION, EX PARTE, FOR AN ORDER TO THE SUPREME COURT AT A
SPECIAL  TERM  HELD WITHIN THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE
CORPORATION IS LOCATED, AND IF THE COURT SO ORDERS, TO ENFORCE ANY RIGHT
GIVEN UNDER THIS CHAPTER TO MEMBERS, A  DIRECTOR  OR  AN  OFFICER  OF  A
CORPORATION.  FOR SUCH PURPOSE, THE ATTORNEY-GENERAL SHALL HAVE THE SAME
STATUS AS SUCH MEMBERS, DIRECTOR OR OFFICER.
  (B) IN AN ACTION OR SPECIAL PROCEEDING BROUGHT BY THE ATTORNEY-GENERAL
UNDER ANY OF THE PROVISIONS OF THIS CHAPTER:
  (1) IF AN ACTION, IT IS TRIABLE BY JURY AS A MATTER OF RIGHT.
  (2) THE COURT MAY CONFER IMMUNITY IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE FIFTY OF THE CRIMINAL PROCEDURE LAW.
  (3) A TEMPORARY  RESTRAINING  ORDER  TO  RESTRAIN  THE  COMMISSION  OR
CONTINUANCE  OF  THE UNLAWFUL ACTS WHICH FORM THE BASIS OF THE ACTION OR
SPECIAL PROCEEDING MAY BE GRANTED UPON PROOF,  BY  AFFIDAVIT,  THAT  THE
DEFENDANT OR DEFENDANTS HAVE COMMITTED OR ARE ABOUT TO COMMIT SUCH ACTS.
APPLICATION FOR SUCH RESTRAINING ORDER MAY BE MADE EX PARTE OR UPON SUCH
NOTICE AS THE COURT MAY DIRECT.
  (4)  IF  THE  ACTION OR SPECIAL PROCEEDING IS AGAINST A FOREIGN CORPO-
RATION, THE ATTORNEY-GENERAL MAY APPLY TO THE COURT AT ANY STAGE THEREOF

S. 3755                            10

FOR THE APPOINTMENT OF A TEMPORARY RECEIVER OF THE ASSETS IN THIS  STATE
OF  SUCH  FOREIGN CORPORATION, WHENEVER IT HAS ASSETS OR PROPERTY OF ANY
KIND WHATSOEVER, TANGIBLE OR INTANGIBLE, WITHIN THIS STATE.
  (5)  WHEN  FINAL  JUDGMENT  IN  SUCH  ACTION  OR SPECIAL PROCEEDING IS
RENDERED AGAINST THE DEFENDANT OR DEFENDANTS, THE COURT MAY  DIRECT  THE
COSTS  TO BE COLLECTED BY EXECUTION AGAINST ANY OR ALL OF THE DEFENDANTS
OR BY ORDER OF ATTACHMENT OR OTHER PROCESS AGAINST  THE  PERSON  OF  ANY
DIRECTOR OR OFFICER OF A CORPORATE DEFENDANT.
  (6) IN CONNECTION WITH ANY SUCH PROPOSED ACTION OR SPECIAL PROCEEDING,
THE  ATTORNEY-GENERAL  MAY  TAKE PROOF AND ISSUE SUBPOENAS IN ACCORDANCE
WITH THE CIVIL PRACTICE LAW AND RULES.
  (C) IN ANY SUCH ACTION OR SPECIAL PROCEEDING AGAINST A FOREIGN  CORPO-
RATION  WHICH HAS NOT DESIGNATED THE SECRETARY OF STATE AS ITS AGENT FOR
SERVICE OF PROCESS UNDER SECTION 304 OF THIS CHAPTER  (STATUTORY  DESIG-
NATION  OF  SECRETARY  OF STATE AS AGENT OF DOMESTIC CORPORATIONS FORMED
UNDER ARTICLE 4 OF THIS CHAPTER AND AUTHORIZED FOREIGN CORPORATIONS  FOR
SERVICE  OF  PROCESS),  ANY  OF THE FOLLOWING ACTS IN THIS STATE BY SUCH
FOREIGN CORPORATION SHALL CONSTITUTE THE APPOINTMENT BY IT OF THE SECRE-
TARY OF STATE AS ITS AGENT UPON WHOM PROCESS AGAINST SUCH FOREIGN CORPO-
RATION MAY BE SERVED.
  (1) AS USED IN THIS PARAGRAPH THE TERM "RESIDENT" SHALL INCLUDE  INDI-
VIDUALS,  DOMESTIC  CORPORATIONS  OF ANY TYPE OR KIND AND FOREIGN CORPO-
RATIONS OF ANY TYPE OR KIND AUTHORIZED TO DO BUSINESS OR CARRY ON ACTIV-
ITIES IN THE STATE.
  (2) ANY ACT DONE, OR REPRESENTATION MADE AS PART OF A  COURSE  OF  THE
SOLICITATION  OF  ORDERS,  OR THE ISSUANCE, OR THE DELIVERY OF CONTRACTS
FOR, OR THE SALE OF, PROPERTY, OR THE PERFORMANCE OF SERVICES  TO  RESI-
DENTS  WHICH  INVOLVES OR PROMOTES A PLAN OR SCHEME TO DEFRAUD RESIDENTS
IN VIOLATION OF THE LAWS OR THE PUBLIC POLICY OF THE STATE.
  (3) ANY ACT DONE AS PART OF A COURSE OF CONDUCT OF BUSINESS OR  ACTIV-
ITIES  IN  THE SOLICITATION OF ORDERS FROM RESIDENTS FOR PROPERTY, GOODS
OR SERVICES, TO BE DELIVERED OR RENDERED WITHIN THIS  STATE  TO,  OR  ON
THEIR  BEHALF,  WHERE THE ORDERS OR CONTRACTS ARE EXECUTED BY SUCH RESI-
DENTS WITHIN THIS STATE AND WHERE SUCH ORDERS OR CONTRACTS ARE  ACCOMPA-
NIED  OR  FOLLOWED  BY AN EARNEST MONEY DEPOSIT OR OTHER DOWN PAYMENT OR
ANY INSTALLMENT PAYMENT THEREON OR ANY  OTHER  FORM  OF  PAYMENT,  WHICH
PAYMENT IS EITHER DELIVERED IN OR TRANSMITTED FROM THE STATE.
  (4)  ANY  ACT  DONE  AS PART OF THE CONDUCT OF A COURSE OF BUSINESS OR
ACTIVITIES WITH RESIDENTS WHICH DEFRAUDS  SUCH  RESIDENTS  OR  OTHERWISE
INVOLVES  OR  PROMOTES AN ATTEMPT BY SUCH FOREIGN CORPORATION TO CIRCUM-
VENT THE LAWS OF THIS STATE.
  (D) PARAGRAPHS (B), (C), (D) AND (E) OF SECTION 307  OF  THIS  CHAPTER
SHALL APPLY TO PROCESS SERVED UNDER PARAGRAPH (C) OF THIS SECTION.
S 114. VISITATION OF SUPREME COURT.
  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  OR
CREDITOR OF ANY SUCH CORPORATION, THAT IT, OR ITS DIRECTORS, OFFICERS OR
AGENTS,  HAVE MISAPPROPRIATED ANY OF THE FUNDS OR PROPERTY OF THE CORPO-
RATION, 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  AND  THE  PERSONS CHARGED WITH MISCONDUCT,

S. 3755                            11

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 DETERMIN-
ING 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  PEND-
ING FOR THE STATEMENT OF AN ACCOUNT UNDER THIS SECTION.
  S 2. Article 2 of the not-for-profit corporation law is REPEALED and a
new article 2 is added to read as follows:
                                 ARTICLE 2
                      CORPORATE PURPOSES AND POWERS
SECTION 201. PURPOSES.
        202. GENERAL AND SPECIAL POWERS.
        203. DEFENSE OF ULTRA VIRES.
S 201. PURPOSES.
  (A)  A  CORPORATION,  AS DEFINED IN SUBPARAGRAPH (5), PARAGRAPH (A) OF
SECTION 102 OF THIS  CHAPTER,  MAY  BE  FORMED  UNDER  THIS  CHAPTER  AS
PROVIDED  IN PARAGRAPH (B) OF THIS SECTION 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) NOTWITHSTANDING ANY OTHER PROVISION OF THIS CHAPTER OR  ANY  OTHER
GENERAL  LAW,  A  CORPORATION  OF ANY TYPE OR 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 OR IS INCIDENTAL TO ITS OTHER
LAWFUL ACTIVITIES THEN BEING CONDUCTED.
S 202. GENERAL AND SPECIAL POWERS.
  (A) EACH CORPORATION, SUBJECT TO  ANY  LIMITATIONS  PROVIDED  IN  THIS
CHAPTER  OR ANY OTHER STATUTE OF THIS STATE OR ITS CERTIFICATE OF INCOR-
PORATION, SHALL HAVE POWER IN FURTHERANCE OF ITS CORPORATE PURPOSES:
  (1) TO HAVE PERPETUAL DURATION.
  (2) 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.
  (3) 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.
  (4) 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 INTER-
EST THEREIN, WHEREVER SITUATED.

S. 3755                            12

  (5) 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.
  (6)  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 INTER-
ESTS ISSUED BY OTHERS, WHETHER ENGAGED IN SIMILAR OR DIFFERENT BUSINESS,
GOVERNMENTAL, OR OTHER ACTIVITIES.
  (7) TO MAKE CAPITAL CONTRIBUTIONS TO OTHER NON-PROFIT CORPORATIONS.
  (8) 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  OBLI-
GATIONS  BY  MORTGAGE  OR  PLEDGE  OF  ALL OR ANY OF ITS PROPERTY OR ANY
INTEREST THEREIN, WHEREVER SITUATED.
  (9) 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.
  (10) 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.
  (11)  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.
  (12)  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.
  (13) 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.
  (14) TO BE A MEMBER, ASSOCIATE OR MANAGER OF OTHER  NON-PROFIT  ACTIV-
ITIES  OR  TO  THE  EXTENT  PERMITTED IN ANY OTHER JURISDICTION TO BE AN
INCORPORATOR OF OTHER CORPORATIONS, AND TO BE A PARTNER IN A  REDEVELOP-
MENT COMPANY FORMED UNDER THE PRIVATE HOUSING FINANCE LAW.
  (15) TO HAVE AND EXERCISE ALL POWERS NECESSARY TO EFFECT ANY OR ALL OF
THE PURPOSES FOR WHICH THE CORPORATION IS FORMED.
  (16)  TO  ESTABLISH CONDITIONS AND REQUIREMENTS FOR ADMISSION, MAINTE-
NANCE, AND TERMINATION OF MEMBERS IN THE CORPORATION.
  (B) 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.
  (C)  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

S. 3755                            13

POLICE OFFICERS, WITH POWER TO REMOVE THE SAME AT PLEASURE. SUCH SPECIAL
POLICE OFFICERS SHALL PRESERVE ORDER IN  AND  ABOUT  SUCH  PARKS,  PLAY-
GROUNDS,  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 CONSTITU-
TION 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 OFFI-
CERS APPOINTED UNDER THIS SECTION SHALL BE PAID BY  THE  CORPORATION  BY
WHICH SUCH POLICE OFFICERS ARE APPOINTED.
  (D)  ANY  WILFUL  TRESPASS  IN  OR UPON ANY OF THE PARKS, PLAYGROUNDS,
BUILDINGS OR GROUNDS PROVIDED FOR THE PURPOSES MENTIONED IN THE  PRECED-
ING  PARAGRAPH, OR UPON THE APPROACHES THERETO, AND ANY WILFUL INJURY TO
ANY OF SUCH 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 MISDEMEA-
NOR.
  (E) 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 SECTION ONE HUNDRED
THIRTY OF THE GENERAL BUSINESS LAW GOVERNING  THE  CONDUCT  OF  BUSINESS
UNDER AN ASSUMED NAME.
S 203. DEFENSE OF ULTRA VIRES.
  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:
  (A)  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.
  (B)  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  OR  HER  UNAUTHORIZED
ACT.
  (C)  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.

S. 3755                            14

  S 3. Article 3 of the not-for-profit corporation law is REPEALED and a
new article 3 is added to read as follows:
                                ARTICLE 3
                  CORPORATE NAME AND SERVICE OF PROCESS
SECTION 301. CORPORATE NAME; GENERAL.
        302. CORPORATE NAME; EXCEPTIONS.
        303. RESERVATION OF NAME.
        304. STATUTORY  DESIGNATION  OF  SECRETARY  OF STATE AS AGENT OF
               DOMESTIC CORPORATIONS FORMED  UNDER  ARTICLE  4  OF  THIS
               CHAPTER  AND  AUTHORIZED FOREIGN CORPORATIONS FOR SERVICE
               OF PROCESS.
        305. REGISTERED AGENT FOR SERVICE OF PROCESS.
        306. SERVICE OF PROCESS.
        307. SERVICE OF PROCESS ON UNAUTHORIZED FOREIGN CORPORATION.
        308. RECORDS AND CERTIFICATES OF DEPARTMENT OF STATE.
S 301. CORPORATE NAME; GENERAL.
  EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER OR OTHERWISE PROVIDED  BY
LAW, THE NAME OF A DOMESTIC OR FOREIGN CORPORATION:
  (A)  SHALL, CONTAIN THE WORD "CORPORATION", "INCORPORATED", "LIMITED",
"ASSOCIATION",  "CLUB",  "FOUNDATION",  "FUND", "INSTITUTE", "UNION", OR
"SOCIETY" OR AN ABBREVIATION OF ONE OF SUCH WORDS; OR, IN THE CASE OF  A
FOREIGN  CORPORATION, IT SHALL, FOR USE IN THIS STATE, ADD AT THE END OF
ITS NAME ONE OF SUCH WORDS OR AN ABBREVIATION THEREOF.
  (B) (1) SHALL BE SUCH AS TO DISTINGUISH IT FROM THE  NAMES  OF  CORPO-
RATIONS  OF  ANY  TYPE  OR  KIND,  OR A FICTITIOUS NAME OF AN AUTHORIZED
FOREIGN CORPORATION FILED PURSUANT TO ARTICLE 13  OF  THIS  CHAPTER,  AS
SUCH NAMES APPEAR ON THE INDEX OF NAMES OF EXISTING DOMESTIC AND AUTHOR-
IZED  FOREIGN  CORPORATIONS  OF  ANY  TYPE OR KIND, INCLUDING FICTITIOUS
NAMES OF AUTHORIZED FOREIGN CORPORATIONS FILED PURSUANT TO ARTICLE 13 OF
THIS CHAPTER, IN THE DEPARTMENT OF STATE, DIVISION OF CORPORATIONS, OR A
NAME THE RIGHT TO WHICH IS RESERVED.
  (2) SHALL BE SUCH AS TO DISTINGUISH IT FROM (I) THE NAMES OF  DOMESTIC
LIMITED LIABILITY COMPANIES, (II) THE NAMES OF AUTHORIZED FOREIGN LIMIT-
ED LIABILITY COMPANIES, (III) THE FICTITIOUS NAMES OF AUTHORIZED FOREIGN
LIMITED LIABILITY COMPANIES, (IV) THE NAMES OF DOMESTIC LIMITED PARTNER-
SHIPS, (V) THE NAMES OF AUTHORIZED FOREIGN LIMITED PARTNERSHIPS, OR (VI)
THE FICTITIOUS NAMES OF AUTHORIZED FOREIGN LIMITED PARTNERSHIPS, IN EACH
CASE,  AS  SUCH  NAMES APPEAR ON THE INDEX OF NAMES OF EXISTING DOMESTIC
AND AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES, INCLUDING FICTITIOUS
NAMES OF AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES, IN THE  DEPART-
MENT  OF STATE, OR ON THE INDEX OF NAMES OF EXISTING DOMESTIC OR AUTHOR-
IZED FOREIGN LIMITED PARTNERSHIPS, INCLUDING FICTITIOUS NAMES OF AUTHOR-
IZED FOREIGN LIMITED PARTNERSHIPS, IN THE DEPARTMENT OF STATE, OR  NAMES
THE RIGHTS TO WHICH ARE RESERVED; PROVIDED, HOWEVER, THAT NO CORPORATION
THAT  WAS  FORMED  PRIOR  TO  THE  EFFECTIVE  DATE OF THIS CLAUSE AND NO
FOREIGN CORPORATION THAT WAS QUALIFIED TO  CONDUCT  ACTIVITIES  IN  THIS
STATE  PRIOR TO SUCH EFFECTIVE DATE SHALL BE REQUIRED TO CHANGE THE NAME
OR FICTITIOUS NAME IT HAD ON SUCH EFFECTIVE DATE  SOLELY  BY  REASON  OF
SUCH  NAME  OR  FICTITIOUS NAME BEING INDISTINGUISHABLE FROM THE NAME OR
FICTITIOUS NAME OF ANY DOMESTIC OR AUTHORIZED FOREIGN LIMITED  LIABILITY
COMPANY  OR  LIMITED  PARTNERSHIP OR FROM ANY NAME THE RIGHT TO WHICH IS
RESERVED BY OR ON BEHALF OF ANY DOMESTIC OR  FOREIGN  LIMITED  LIABILITY
COMPANY OR LIMITED PARTNERSHIP.
  (C)    SHALL  NOT  CONTAIN  ANY WORD OR PHRASE, OR ANY ABBREVIATION OR
DERIVATIVE THEREOF, THE USE OF WHICH  IS  PROHIBITED  OR  RESTRICTED  BY

S. 3755                            15

SECTION  404  OF THIS CHAPTER OR ANY OTHER STATUTE OF THIS STATE, UNLESS
IN THE LATTER CASE THE RESTRICTIONS HAVE BEEN COMPLIED WITH.
  (D)    SHALL  NOT  CONTAIN  ANY WORD OR PHRASE, OR ANY ABBREVIATION OR
DERIVATIVE THEREOF, IN A CONTEXT WHICH INDICATES  OR  IMPLIES  THAT  THE
CORPORATION,  IF  DOMESTIC,  IS FORMED OR, IF FOREIGN, IS AUTHORIZED FOR
ANY PURPOSE OR IS POSSESSED IN THIS STATE OF  ANY  POWER  OTHER  THAN  A
PURPOSE  FOR  WHICH, OR A POWER WITH WHICH, THE DOMESTIC CORPORATION MAY
BE AND IS FORMED OR THE FOREIGN CORPORATION IS AUTHORIZED.
  (E) (1) SHALL NOT CONTAIN ANY OF THE FOLLOWING PHRASES, OR ANY  ABBRE-
VIATION OR DERIVATIVE THEREOF:
                               STATE POLICE
                              STATE TROOPER
  (2)  SHALL NOT CONTAIN ANY OF THE FOLLOWING WORDS, OR ANY ABBREVIATION
OR DERIVATIVE THEREOF:

ACCEPTANCE             FIDELITY               MORTGAGE
ANNUITY                FINANCE                SAVINGS
ASSURANCE              GUARANTY               SURETY
BANK                   INDEMNITY              TITLE
BOND                   INSURANCE              TRUST
CASUALTY               INVESTMENT             UNDERWRITER
DOCTOR                 LAWYER
ENDOWMENT              LOAN

UNLESS THE APPROVAL OF THE SUPERINTENDENT OF BANKS OR THE SUPERINTENDENT
OF INSURANCE, AS APPROPRIATE, HAS BEEN  OBTAINED;  OR  UNLESS  THE  WORD
"DOCTOR",  "LAWYER",  OR THE PHRASE "STATE POLICE" OR "STATE TROOPER" OR
AN ABBREVIATION OR DERIVATION THEREOF, IS USED IN THE NAME OF  A  CORPO-
RATION  THE  MEMBERSHIP  OF  WHICH  IS  COMPOSED EXCLUSIVELY OF DOCTORS,
LAWYERS, STATE POLICEMEN OR STATE TROOPERS, RESPECTIVELY.
  (F)  SHALL NOT CONTAIN ANY WORDS OR PHRASES, OR  ANY  ABBREVIATION  OR
DERIVATIVE  THEREOF  IN  A CONTEXT WHICH WILL TEND TO MISLEAD THE PUBLIC
INTO BELIEVING THAT THE CORPORATION IS AN AGENCY OR  INSTRUMENTALITY  OF
THE  UNITED  STATES OR THE STATE OF NEW YORK OR A SUBDIVISION THEREOF OR
IS A PUBLIC CORPORATION.
  (G)  SHALL NOT CONTAIN ANY WORD OR  PHRASE,  OR  ANY  ABBREVIATION  OR
DERIVATION  THEREOF, WHICH, SEPARATELY, OR IN CONTEXT, SHALL BE INDECENT
OR OBSCENE OR SHALL RIDICULE OR DEGRADE ANY PERSON, GROUP, BELIEF, BUSI-
NESS OR AGENCY OF GOVERNMENT OR INDICATE OR IMPLY ANY UNLAWFUL ACTIVITY.
  (H) NOTWITHSTANDING ANY OTHER PROVISION OF THIS CHAPTER, MAY,  IN  THE
CASE  OF  A  FOUNDATION ORGANIZED FOR THE SOLE PURPOSE OF PUBLISHING THE
LITERARY WORKS OF A DECEASED PERSON, INCLUDE THE WORD  "DOCTOR"  OR  ANY
ABBREVIATION  OR  DERIVATIVE  THEREOF  AS PART OF ITS NAME IF SUCH WORD,
ABBREVIATION OR DERIVATIVE IS USED TO IDENTIFY THE  PERSON  WHOSE  WORKS
ARE TO BE PUBLISHED.
S 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 OF THIS ARTICLE:
  (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

S. 3755                            16

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  TYPE
OR  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 ABBREVI-
ATIONS 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".
S 303. RESERVATION OF NAME.
  (A) A CORPORATE NAME MAY BE RESERVED BY:
  (1) ANY PERSON INTENDING TO FORM A DOMESTIC CORPORATION.
  (2) ANY DOMESTIC CORPORATION INTENDING TO CHANGE ITS NAME.
  (3)  ANY  FOREIGN  CORPORATION  INTENDING  TO  APPLY  FOR AUTHORITY TO
CONDUCT ACTIVITIES IN THIS STATE.
  (4) ANY AUTHORIZED FOREIGN CORPORATION INTENDING TO CHANGE ITS NAME.
  (5) ANY PERSON INTENDING TO INCORPORATE A FOREIGN CORPORATION  AND  TO
HAVE IT APPLY FOR AUTHORITY TO CONDUCT ACTIVITIES IN THIS STATE.
  (6)  ANY  DOMESTIC  CORPORATION  INTENDING  TO FILE THE CONSENT OF THE
ATTORNEY GENERAL TO REINSTATE SUCH CORPORATION PURSUANT TO SECTION  1014
OF THIS CHAPTER.
  (B) A FICTITIOUS NAME FOR USE PURSUANT TO SECTION 1301 OF THIS CHAPTER
MAY BE RESERVED BY:
  (1)  ANY  FOREIGN  CORPORATION  INTENDING TO APPLY FOR AUTHORITY TO DO
BUSINESS IN THIS STATE, PURSUANT TO PARAGRAPH (D)  OF  SECTION  1301  OF
THIS CHAPTER.
  (2)  ANY AUTHORIZED FOREIGN CORPORATION INTENDING TO CHANGE ITS FICTI-
TIOUS NAME UNDER WHICH IT CONDUCTS ACTIVITIES IN THIS STATE.
  (3) ANY AUTHORIZED FOREIGN CORPORATION WHICH HAS CHANGED ITS CORPORATE
NAME IN ITS JURISDICTION, WHICH NEW CORPORATE NAME IS NOT  AVAILABLE  IN
THIS STATE.
  (C)  APPLICATION TO RESERVE A CORPORATE NAME SHALL BE DELIVERED TO THE
DEPARTMENT OF STATE. IT SHALL SET FORTH THE  NAME  AND  ADDRESS  OF  THE
APPLICANT,  THE  NAME  TO BE RESERVED AND A STATEMENT OF THE BASIS UNDER
PARAGRAPH (A) OR (B) OF THIS SECTION FOR THE APPLICATION. THE  SECRETARY
OF  STATE  MAY REQUIRE THE APPLICANT TO SET FORTH IN HIS OR HER APPLICA-
TION THE NATURE OF THE ACTIVITIES TO BE CONDUCTED BY THE CORPORATION. IF
THE NAME IS AVAILABLE FOR CORPORATE USE, THE DEPARTMENT OF  STATE  SHALL
RESERVE THE NAME FOR THE USE OF THE APPLICANT FOR A PERIOD OF SIXTY DAYS
AND  ISSUE  A CERTIFICATE OF RESERVATION. THE PROHIBITIONS, RESTRICTIONS
AND QUALIFICATIONS SET FORTH IN SECTION 301 OF THIS ARTICLE, SECTION 302
OF THIS ARTICLE AND SECTION 404 OF THIS CHAPTER ARE NOT  WAIVED  BY  THE
ISSUANCE OF A CERTIFICATE OF RESERVATION. THE CERTIFICATE OF RESERVATION
SHALL  INCLUDE THE NAME OF THE APPLICANT, THE NAME RESERVED AND THE DATE
OF THE RESERVATION. THE CERTIFICATE OF RESERVATION (OR IN  LIEU  THEREOF
AN  AFFIDAVIT  BY  THE APPLICANT OR BY HIS OR HER AGENT OR ATTORNEY THAT
THE CERTIFICATE OF RESERVATION HAS BEEN LOST OR DESTROYED) SHALL  ACCOM-

S. 3755                            17

PANY  THE  CERTIFICATE OF INCORPORATION OR THE APPLICATION FOR AUTHORITY
WHEN EITHER IS DELIVERED TO THE DEPARTMENT OF STATE.
  (D)  THE  SECRETARY OF STATE MAY EXTEND THE RESERVATION FOR ADDITIONAL
PERIODS OF NOT MORE THAN SIXTY DAYS EACH, UPON THE  WRITTEN  REQUEST  OF
THE  APPLICANT, HIS OR HER ATTORNEY OR AGENT DELIVERED TO THE DEPARTMENT
OF STATE, TO BE FILED BEFORE THE EXPIRATION OF  THE  RESERVATION  PERIOD
THEN  IN  EFFECT. SUCH REQUEST SHALL HAVE ATTACHED TO IT THE CERTIFICATE
OF RESERVATION OF NAME. NOT MORE  THAN  TWO  SUCH  EXTENSIONS  SHALL  BE
GRANTED.
  (E)  UPON THE REQUEST OF THE APPLICANT, DELIVERED TO THE DEPARTMENT OF
STATE BEFORE THE EXPIRATION OF THE RESERVED PERIOD,  TOGETHER  WITH  THE
CERTIFICATE OF RESERVATION, THE DEPARTMENT SHALL CANCEL THE RESERVATION.
  (F)  ANY  APPLICATION OR REQUEST UNDER THIS SECTION SHALL BE SIGNED BY
THE APPLICANT, HIS OR HER ATTORNEY OR AGENT.
S 304. STATUTORY DESIGNATION OF SECRETARY OF STATE AS AGENT OF  DOMESTIC
         CORPORATIONS FORMED UNDER ARTICLE 4 OF THIS CHAPTER AND AUTHOR-
         IZED FOREIGN CORPORATIONS FOR SERVICE OF PROCESS.
  (A) THE SECRETARY OF STATE SHALL BE THE AGENT OF EVERY DOMESTIC CORPO-
RATION  FORMED  UNDER  ARTICLE  4  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 4
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
4  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 4
OF THIS CHAPTER OR FOREIGN CORPORATION OF AN AGENT OTHER THAN THE SECRE-
TARY 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 THE SECRETARY OF STATE AS AGENT
OF A DOMESTIC CORPORATION FORMED UNDER ARTICLE  4  OF  THIS  CHAPTER  OR
FOREIGN  CORPORATION,  SHALL  CONTINUE UNTIL THE FILING OF A CERTIFICATE
UNDER THIS CHAPTER DIRECTING THE  MAILING  TO  A  DIFFERENT  POST-OFFICE
ADDRESS.
S 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  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,  ENTI-
TLED  "CERTIFICATE  OF  RESIGNATION  OF  REGISTERED AGENT OF ...........
(NAME OF DESIGNATING CORPORATION) UNDER SECTION 305  OF  THE  NON-PROFIT
CORPORATION LAW", SHALL BE SIGNED BY SUCH REGISTERED AGENT AND DELIVERED
TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
  (1)  THAT  THE  REGISTERED  AGENT  RESIGNS AS REGISTERED AGENT FOR THE
DESIGNATING CORPORATION.

S. 3755                            18

  (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  THE  REGISTERED AGENT 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  JURIS-
DICTION 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 RESIGNA-
TION OR A CERTIFICATE CONTAINING A REVOCATION OR CHANGE  OF  THE  DESIG-
NATION,  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.
S 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 DOMES-
TIC CORPORATION FORMED UNDER ARTICLE 4 OF THIS CHAPTER OR AN  AUTHORIZED
FOREIGN  CORPORATION SHALL BE MADE BY PERSONALLY DELIVERING TO AND LEAV-
ING 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  DOMES-
TIC  CORPORATION FORMED UNDER ARTICLE 4 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 CORPO-
RATION AT THE ADDRESS OF ITS OFFICE WITHIN THIS STATE  ON  FILE  IN  THE
DEPARTMENT.
  (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 4 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.
S 307. SERVICE OF PROCESS ON UNAUTHORIZED FOREIGN CORPORATION.
  (A)  IN  ANY  CASE  IN WHICH A NON-DOMICILIARY WOULD BE SUBJECT TO THE
PERSONAL OR OTHER JURISDICTION OF THE COURTS OF THIS STATE UNDER ARTICLE
THREE OF THE CIVIL PRACTICE LAW AND RULES,  A  FOREIGN  CORPORATION  NOT
AUTHORIZED  TO  CONDUCT  ACTIVITIES  IN  THIS STATE IS SUBJECT TO A LIKE
JURISDICTION. IN ANY SUCH CASE, PROCESS AGAINST SUCH FOREIGN CORPORATION
MAY BE SERVED UPON THE SECRETARY OF STATE AS ITS AGENT. SUCH PROCESS MAY
ISSUE IN ANY COURT IN THIS STATE  HAVING  JURISDICTION  OF  THE  SUBJECT
MATTER.
  (B)  SERVICE OF SUCH PROCESS UPON THE SECRETARY OF STATE SHALL BE MADE
BY 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

S. 3755                            19

IN THE CITY OF ALBANY, A COPY OF SUCH PROCESS TOGETHER WITH THE STATUTO-
RY FEE, WHICH FEE SHALL BE A TAXABLE DISBURSEMENT. SUCH SERVICE SHALL BE
SUFFICIENT IF NOTICE THEREOF AND A COPY OF THE PROCESS ARE:
  (1)  DELIVERED  PERSONALLY  WITHOUT  THIS STATE TO SUCH FOREIGN CORPO-
RATION BY A PERSON AND IN THE MANNER AUTHORIZED TO SERVE PROCESS BY  LAW
OF THE JURISDICTION IN WHICH SERVICE IS MADE, OR
  (2)  SENT BY OR ON BEHALF OF THE PLAINTIFF TO SUCH FOREIGN CORPORATION
BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  TO  THE  POST  OFFICE
ADDRESS  SPECIFIED  FOR  THE  PURPOSE OF MAILING PROCESS, ON FILE IN THE
DEPARTMENT OF STATE, OR WITH ANY OFFICIAL OR BODY PERFORMING THE  EQUIV-
ALENT  FUNCTION, IN THE JURISDICTION OF ITS INCORPORATION, OR IF NO SUCH
ADDRESS IS THERE SPECIFIED, TO ITS  REGISTERED  OR  OTHER  OFFICE  THERE
SPECIFIED,  OR IF NO SUCH OFFICE IS THERE SPECIFIED, TO THE LAST ADDRESS
OF SUCH FOREIGN CORPORATION KNOWN TO THE PLAINTIFF.
  (C) (1) WHERE SERVICE OF A COPY OF PROCESS WAS  EFFECTED  BY  PERSONAL
SERVICE,  PROOF OF SERVICE SHALL BE BY AFFIDAVIT OF COMPLIANCE WITH THIS
SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN THIRTY DAYS AFTER  SUCH
SERVICE,  WITH  THE  CLERK  OF  THE COURT IN WHICH THE ACTION OR SPECIAL
PROCEEDING IS PENDING. SERVICE OF PROCESS SHALL  BE  COMPLETE  TEN  DAYS
AFTER SUCH PAPERS ARE FILED WITH THE CLERK OF THE COURT.
  (2)  WHERE  SERVICE  OF  A  COPY OF PROCESS WAS EFFECTED BY MAILING IN
ACCORDANCE WITH THIS SECTION, PROOF OF SERVICE SHALL BE BY AFFIDAVIT  OF
COMPLIANCE  WITH  THIS  SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN
THIRTY DAYS AFTER RECEIPT OF THE RETURN RECEIPT SIGNED  BY  THE  FOREIGN
CORPORATION,  OR  OTHER  OFFICIAL  PROOF  OF DELIVERY OR OF THE ORIGINAL
ENVELOPE MAILED. IF A COPY OF THE PROCESS IS MAILED IN  ACCORDANCE  WITH
THIS  SECTION,  THERE  SHALL  BE  FILED WITH THE AFFIDAVIT OF COMPLIANCE
EITHER THE RETURN RECEIPT SIGNED BY SUCH FOREIGN  CORPORATION  OR  OTHER
OFFICIAL  PROOF  OF  DELIVERY  OR,  IF ACCEPTANCE WAS REFUSED BY IT, THE
ORIGINAL ENVELOPE WITH A NOTATION BY THE POSTAL AUTHORITIES THAT ACCEPT-
ANCE WAS REFUSED. IF ACCEPTANCE WAS REFUSED, A COPY OF  THE  NOTICE  AND
PROCESS  TOGETHER  WITH THE NOTICE OF THE MAILING BY REGISTERED MAIL AND
REFUSAL TO ACCEPT SHALL BE PROMPTLY SENT TO SUCH FOREIGN CORPORATION  AT
THE  SAME ADDRESS BY ORDINARY MAIL AND THE AFFIDAVIT OF COMPLIANCE SHALL
SO STATE. SERVICE OF PROCESS SHALL  BE  COMPLETE  TEN  DAYS  AFTER  SUCH
PAPERS  ARE  FILED  WITH  THE  CLERK OF THE COURT. THE REFUSAL TO ACCEPT
DELIVERY OF THE REGISTERED MAIL OR TO SIGN THE RETURN RECEIPT SHALL  NOT
AFFECT THE VALIDITY OF THE SERVICE AND SUCH FOREIGN CORPORATION REFUSING
TO  ACCEPT  SUCH  REGISTERED MAIL SHALL BE CHARGED WITH KNOWLEDGE OF THE
CONTENTS THEREOF.
  (D) SERVICE MADE AS PROVIDED IN THIS SECTION SHALL HAVE THE SAME FORCE
AS PERSONAL SERVICE MADE WITHIN THIS STATE.
  (E) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.
S 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 MAY BE DESTROYED  BY  THE  SECRETARY  OF  STATE
AFTER A PERIOD OF TEN YEARS FROM SUCH SERVICE.
  S 4. Article 4 of the not-for-profit corporation law is REPEALED and a
new article 4 is added to read as follows:

S. 3755                            20

                                 ARTICLE 4
                        FORMATION OF CORPORATIONS

SECTION 401. INCORPORATORS.
        402. CERTIFICATE OF INCORPORATION; CONTENTS.
        403. CERTIFICATE OF INCORPORATION; EFFECT.
        404. NOTICES, APPROVALS AND CONSENTS.
        405. ORGANIZATION MEETING.
        406. PRIVATE  FOUNDATION, AS DEFINED IN THE UNITED STATES INTER-
               NAL REVENUE CODE OF 1986, AS AMENDED: PROVISIONS INCLUDED
               IN THE CERTIFICATE OF INCORPORATION.
S 401. INCORPORATORS.
  ONE OR MORE NATURAL PERSONS AT LEAST EIGHTEEN YEARS OF AGE MAY ACT  AS
INCORPORATORS OF A CORPORATION TO BE FORMED UNDER THIS CHAPTER.
S 402. CERTIFICATE OF INCORPORATION; CONTENTS.
  (A)   A   CERTIFICATE,   ENTITLED  "CERTIFICATE  OF  INCORPORATION  OF
.................... (NAME OF CORPORATION), UNDER  SECTION  402  OF  THE
NON-PROFIT  CORPORATION  LAW," SHALL BE SIGNED BY EACH INCORPORATOR WITH
THE NAME AND ADDRESS OF SUCH INCORPORATOR INCLUDED IN  SUCH  CERTIFICATE
AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
  (1) THE NAME OF THE CORPORATION.
  (2)  THAT  THE CORPORATION IS A CORPORATION AS DEFINED IN SUBPARAGRAPH
(8) OF PARAGRAPH (A) OF SECTION 102 OF THIS CHAPTER AND THE  PURPOSE  OR
PURPOSES FOR WHICH IT IS FORMED.
  (3) THE COUNTY WITHIN THE STATE IN WHICH THE OFFICE OF THE CORPORATION
IS  TO  BE  LOCATED. IT MAY ALSO SET FORTH THE POST OFFICE ADDRESS OF AN
OFFICE WITHOUT THE STATE, AT WHICH, PURSUANT  TO  SECTION  621  OF  THIS
CHAPTER,  THE  BOOKS  AND RECORDS OF ACCOUNT OF THE CORPORATION SHALL BE
KEPT.
  (4) THE DURATION OF THE CORPORATION IF OTHER THAN PERPETUAL.
  (5) A DESIGNATION OF THE SECRETARY OF STATE AS  AGENT  OF  THE  CORPO-
RATION  UPON  WHOM  PROCESS AGAINST IT MAY BE SERVED AND THE POST OFFICE
ADDRESS WITHIN OR WITHOUT THIS STATE TO WHICH  THE  SECRETARY  OF  STATE
SHALL MAIL A COPY OF ANY PROCESS AGAINST IT SERVED UPON THE SECRETARY OF
STATE.
  (6)  IF  THE  CORPORATION  IS TO HAVE A REGISTERED AGENT, THE NAME AND
ADDRESS WITHIN THIS STATE OF SUCH AGENT AND A STATEMENT THAT THE  REGIS-
TERED  AGENT  IS  TO  BE  THE AGENT OF THE CORPORATION UPON WHOM PROCESS
AGAINST IT MAY BE SERVED.
  (7) THE STATEMENTS, IF ANY, WITH RESPECT TO SPECIAL NON-PROFIT  CORPO-
RATIONS REQUIRED UNDER ARTICLE 14 OF THIS CHAPTER.
  (B)  IF  THE CERTIFICATE IS FOR THE INCORPORATION OF AN EXISTING UNIN-
CORPORATED ASSOCIATION OR GROUP IT SHALL HAVE ANNEXED THERETO AN AFFIDA-
VIT OF THE SUBSCRIBERS OF SUCH CERTIFICATE STATING THAT THEY  CONSTITUTE
A  MAJORITY OF THE MEMBERS OF A COMMITTEE DULY AUTHORIZED TO INCORPORATE
SUCH ASSOCIATION OR GROUP.
  (C) THE CERTIFICATE OF INCORPORATION MAY SET FORTH ANY PROVISION,  NOT
INCONSISTENT  WITH THIS CHAPTER OR ANY OTHER STATUTE OF THE STATE, WHICH
PROVISION IS (1) FOR THE REGULATION  OF  THE  INTERNAL  AFFAIRS  OF  THE
CORPORATION,  INCLUDING  TYPES OR CLASSES OF MEMBERSHIP AND THE DISTRIB-
UTION OF ASSETS ON DISSOLUTION OR FINAL  LIQUIDATION,  (2)  RELATING  TO
MATTERS  THAT  ARE REQUIRED OR PERMITTED TO BE SET FORTH IN THE BY-LAWS,
OR (3) REQUIRED BY ANY GOVERNMENTAL BODY OR OFFICER OR OTHER  PERSON  OR
BODY AS A CONDITION FOR INCORPORATION.
  (D)  THE CERTIFICATE OF INCORPORATION MAY SET FORTH A PROVISION ELIMI-
NATING OR LIMITING THE PERSONAL LIABILITY OF  DIRECTORS  TO  THE  CORPO-

S. 3755                            21

RATION OR ITS MEMBERS FOR DAMAGES FOR ANY BREACH OF DUTY IN SUCH CAPACI-
TY, PROVIDED THAT NO SUCH PROVISION SHALL ELIMINATE OR LIMIT:
  (1) THE LIABILITY OF ANY DIRECTOR IF A JUDGMENT OR OTHER FINAL ADJUDI-
CATION ADVERSE TO SUCH DIRECTOR ESTABLISHES THAT SUCH DIRECTOR'S ACTS OR
OMISSIONS  WERE  IN  BAD  FAITH  OR INVOLVED INTENTIONAL MISCONDUCT OR A
KNOWING VIOLATION OF LAW OR THAT SUCH DIRECTOR PERSONALLY GAINED IN FACT
A FINANCIAL PROFIT OR OTHER ADVANTAGE TO WHICH  SUCH  DIRECTOR  WAS  NOT
LEGALLY  ENTITLED  OR  THAT SUCH DIRECTOR'S ACTS VIOLATED SECTION 719 OF
THIS CHAPTER, OR
  (2) THE LIABILITY OF ANY DIRECTOR FOR ANY ACT OR OMISSION PRIOR TO THE
ADOPTION OF A PROVISION AUTHORIZED BY THIS PARAGRAPH.
S 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-GENER-
AL.  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 ENCUMBRANCES 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 CORPO-
RATE  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.   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 EXIST-
ENCE SHALL BEGIN.
S 404. NOTICES, APPROVALS AND CONSENTS.
  (A)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
INCLUDES AMONG ITS PURPOSES THE FORMATION OF A TRADE OR BUSINESS ASSOCI-
ATION SHALL PROVIDE A CERTIFIED COPY OF SUCH CERTIFICATE, WITHIN  THIRTY
DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE ATTORNEY GENERAL.
  (B)  (1)  EVERY  CORPORATION  CERTIFICATE  OF  INCORPORATION  OF WHICH
INCLUDES AMONG ITS PURPOSES THE CARE  OF  DESTITUTE,  DELINQUENT,  ABAN-
DONED,  NEGLECTED  OR DEPENDENT CHILDREN; THE ESTABLISHMENT OR OPERATION
OF ANY ADULT CARE FACILITY, OR THE ESTABLISHMENT OR OPERATION OF A RESI-
DENTIAL PROGRAM FOR VICTIMS OF DOMESTIC VIOLENCE AS DEFINED IN  SUBDIVI-
SION  FOUR  OF  SECTION FOUR HUNDRED FIFTY-NINE-A OF THE SOCIAL SERVICES
LAW, OR THE PLACING-OUT OR BOARDING-OUT OF CHILDREN OR A HOME OR SHELTER
FOR UNMARRIED MOTHERS, EXCEPTING 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  AND  A
FACILITY  FOR  WHICH  AN  OPERATING  CERTIFICATE IS REQUIRED BY ARTICLES
SIXTEEN, NINETEEN, TWENTY-TWO AND THIRTY-ONE OF THE MENTAL HYGIENE  LAW;
OR  THE  SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE OR PURPOSES,
SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION WITH-
IN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER
OF THE OFFICE OF CHILDREN AND FAMILY SERVICES OR  WITH  RESPECT  TO  ANY
ADULT CARE FACILITY, THE COMMISSIONER OF HEALTH.

S. 3755                            22

  (2)  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 SECTION 1304 OF THIS CHAPTER,
ANY AMENDMENTS THERETO, AND ANY SURRENDER OF AUTHORITY OR TERMINATION OF
AUTHORITY IN THIS STATE OF SUCH CORPORATION.
  (C) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES AMONG THE PURPOSES OF THE CORPORATION, THE ESTABLISHMENT, MAIN-
TENANCE  AND  OPERATION  OF  A HOSPITAL SERVICE OR A HEALTH SERVICE OR A
MEDICAL EXPENSE INDEMNITY PLAN OR A DENTAL  EXPENSE  INDEMNITY  PLAN  AS
PERMITTED  IN  ARTICLE FORTY-THREE OF THE INSURANCE LAW, SHALL PROVIDE A
CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN  THIRTY  DAYS
AFTER THE FILING OF SUCH CERTIFICATE, TO THE SUPERINTENDENT OF INSURANCE
AND THE COMMISSIONER OF HEALTH.
  (D)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
INCLUDES A PURPOSE FOR WHICH A CORPORATION MIGHT  BE  CHARTERED  BY  THE
REGENTS  OF  THE  UNIVERSITY  OF  THE  STATE OF NEW YORK SHALL PROVIDE A
CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN  THIRTY  DAYS
AFTER THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER OF EDUCATION.
  (E)  EVERY  CEMETERY CORPORATION, EXCEPT THOSE WITHIN THE EXCLUSIONARY
PROVISIONS OF SECTION 1503 OF THIS CHAPTER  SHALL  PROVIDE  A  CERTIFIED
COPY  OF  THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE
FILING OF SUCH CERTIFICATE, TO THE CEMETERY BOARD.
  (F) EVERY CERTIFICATE OF INCORPORATION OF  A  FIRE  CORPORATION  SHALL
HAVE  ENDORSED  THEREON  OR  ANNEXED  THERETO  THE  APPROVAL, SIGNED AND
ACKNOWLEDGED, OF THE AUTHORITIES OF EACH CITY,  VILLAGE,  TOWN  OR  FIRE
DISTRICT  IN  WHICH  THE  CORPORATION  PROPOSES TO ACT. SUCH AUTHORITIES
SHALL BE: IN A CITY, THE MAYOR; IN A VILLAGE, A MAJORITY  OF  THE  TRUS-
TEES;  IN A TOWN, A MAJORITY OF THE MEMBERS OF THE TOWN BOARD; IN A FIRE
DISTRICT, A MAJORITY OF THE FIRE COMMISSIONERS. THE MEMBERS OF THE  TOWN
BOARD  OF A TOWN, OR THE TRUSTEES OF A VILLAGE, SHALL NOT CONSENT TO THE
FORMATION OF A FIRE CORPORATION AS  HEREINBEFORE  PROVIDED,  UNTIL  SUCH
BOARD  SHALL  HAVE  HELD A PUBLIC HEARING ON THE QUESTION OF WHETHER THE
FIRE COMPANY SHOULD BE INCORPORATED. THE NOTICE SHALL  BE  PUBLISHED  AT
LEAST ONCE IN EACH WEEK FOR TWO SUCCESSIVE WEEKS IN THE OFFICIAL NEWSPA-
PER  PUBLISHED  IN  THE COUNTY IN WHICH SUCH FIRE CORPORATION INTENDS TO
LOCATE, PRIOR TO THE REGULAR MEETING OF SUCH  BOARD  DESIGNATED  BY  THE
CHAIRMAN  OF THE BOARD TO CONSIDER THE MATTER. SUCH NOTICE SHALL CONTAIN
THE NAME OF THE PROPOSED COMPANY, THE NAMES OF THE PERSONS  SIGNING  THE
CERTIFICATE OF INCORPORATION, A BRIEF DESCRIPTION OF THE TERRITORY TO BE
PROTECTED  BY  THE FIRE COMPANY AND THAT ALL PERSONS INTERESTED SHALL BE
HEARD. IF NO NEWSPAPER IS PUBLISHED IN THE COUNTY THE PUBLICATION OF THE
NOTICE SHALL BE IN A NEWSPAPER IN AN ADJOINING COUNTY  SELECTED  BY  THE
CHAIRMAN OF SUCH BOARD. ALL EXPENSES IN CONNECTION WITH SUCH PUBLICATION
SHALL BE BORNE BY THE PARTIES MAKING THE APPLICATION AND PAID BEFORE THE
HEARING.
  (G)  EVERY  CORPORATION  FOR  PREVENTION  OF  CRUELTY TO ANIMALS SHALL
PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE  OF  INCORPORATION,  WITHIN
THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE APPROVAL OF THE
AMERICAN SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS.

S. 3755                            23

  (H)  EVERY YOUNG MEN'S CHRISTIAN ASSOCIATION SHALL PROVIDE A CERTIFIED
COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS  AFTER  THE
FILING  OF  SUCH  CERTIFICATE,  TO THE CHAIRMAN OF THE NATIONAL BOARD OF
YOUNG MEN'S CHRISTIAN ASSOCIATIONS.
  (I)  EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH INDI-
CATES THAT THE PROPOSED CORPORATION IS TO SOLICIT FUNDS FOR OR OTHERWISE
BENEFIT THE ARMED FORCES OF THE UNITED STATES OR OF ANY FOREIGN COUNTRY,
OR THEIR AUXILIARIES, OR OF THIS OR ANY OTHER STATE  OR  ANY  TERRITORY,
SHALL  PROVIDE  A  CERTIFIED  COPY  OF THE CERTIFICATE OF INCORPORATION,
WITHIN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE CHIEF OF
STAFF.
  (J) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES  AMONG  ITS PURPOSES THE ORGANIZATION OF WAGE-EARNERS FOR THEIR
MUTUAL BETTERMENT, PROTECTION AND ADVANCEMENT; THE REGULATION  OF  HOURS
OF LABOR, WORKING CONDITIONS, OR WAGES; OR THE PERFORMANCE, RENDITION OR
SALE OF SERVICES AS LABOR CONSULTANT, LABOR-MANAGEMENT ADVISOR, NEGOTIA-
TOR,  ARBITRATOR,  OR SPECIALIST; AND EVERY CERTIFICATE OF INCORPORATION
IN WHICH THE NAME OF THE PROPOSED CORPORATION INCLUDES "UNION", "LABOR",
"COUNCIL" OR "INDUSTRIAL ORGANIZATION", OR ANY ABBREVIATION  OR  DERIVA-
TIVE THEREOF IN A CONTEXT THAT INDICATES OR IMPLIES THAT THE CORPORATION
IS  FORMED FOR ANY OF THE ABOVE PURPOSES, SHALL PROVIDE A CERTIFIED COPY
OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE FILING
OF SUCH CERTIFICATE TO THE INDUSTRIAL BOARD OF APPEALS.
  (K) EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH HAS AS
ITS EXCLUSIVE PURPOSE THE PROMOTION OF THE  INTERESTS  OF  SAVINGS  BANK
LIFE  INSURANCE  OR THE PROMOTION OF THE INTERESTS OF MEMBER BANKS SHALL
PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE  OF  INCORPORATION,  WITHIN
THIRTY  DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE SUPERINTENDENT
OF BANKS.
  (L) EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH HAS AS
ITS EXCLUSIVE PURPOSE THE CREATION OF AN ASSOCIATION OF LICENSED  INSUR-
ANCE  AGENTS,  LICENSED  INSURANCE BROKERS, OR LICENSED INSURANCE UNDER-
WRITERS AND EVERY APPLICATION FOR AUTHORITY  OF  A  FOREIGN  CORPORATION
WHICH IS AN INDEPENDENT LABORATORY ENGAGED IN TESTING FOR PUBLIC SAFETY,
OR  WHICH HAS AS ITS PURPOSE THE ADVANCEMENT OF CORPORATE, GOVERNMENTAL,
AND INSTITUTIONAL RISK AND INSURANCE MANAGEMENT, OR  WHICH  HAS  AS  ITS
EXCLUSIVE  PURPOSE  THE  CREATION OF AN ASSOCIATION OF INSURERS, EACH OF
WHICH IS DULY LICENSED IN THIS STATE OR, IF IT DOES NO  BUSINESS  OR  IS
NOT LICENSED IN THIS STATE, IS DULY LICENSED IN ANOTHER STATE OR FOREIGN
JURISDICTION SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCOR-
PORATION,  WITHIN  THIRTY  DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO
THE SUPERINTENDENT OF INSURANCE.
  (M) EVERY CERTIFICATE OF  INCORPORATION  IN  WHICH  THE  NAME  OF  THE
PROPOSED  CORPORATION  INCLUDES THE NAME OF A POLITICAL PARTY SHALL HAVE
ENDORSED THEREON OR ANNEXED THERETO THE CONSENT OF THE CHAIRMAN  OF  THE
COUNTY  COMMITTEE  OF  SUCH  POLITICAL  PARTY OF THE COUNTY IN WHICH THE
OFFICE OF THE CORPORATION IS TO BE LOCATED, EXCEPT IN  CASES  WHERE  THE
SUPREME  COURT  FINDS THAT THE WITHHOLDING OF SUCH CONSENT OF THE COUNTY
CHAIRMAN IS UNREASONABLE.
  (N) EVERY CORPORATION,  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES IN ITS NAME THE WORDS "AMERICAN LEGION," SHALL PROVIDE A CERTI-
FIED  COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER
THE FILING OF SUCH CERTIFICATE, TO THE DEPARTMENT OF NEW YORK, THE AMER-
ICAN LEGION.
  (O) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES  AMONG  ITS  CORPORATE  PURPOSES OR POWERS THE ESTABLISHMENT OR

S. 3755                            24

MAINTENANCE OF ANY HOSPITAL, AS DEFINED IN ARTICLE TWENTY-EIGHT  OF  THE
PUBLIC  HEALTH  LAW,  OR  THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH
PURPOSE, OR PURPOSES, SHALL PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE
OF  INCORPORATION  WITHIN  THIRTY  DAYS AFTER THE FILING OF SUCH CERTIF-
ICATE, TO THE PUBLIC HEALTH COUNCIL.
  (P) EVERY MEDICAL CORPORATION AS DEFINED IN ARTICLE FORTY-FOUR OF  THE
PUBLIC  HEALTH  LAW  AND ORGANIZED PURSUANT THERETO AND PURSUANT TO THIS
CHAPTER, SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE  OF  INCORPO-
RATION  WITHIN  THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE
COMMISSIONER OF HEALTH AND THE APPROVAL OF THE PUBLIC HEALTH COUNCIL.
  (Q) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES  AMONG  ITS  CORPORATE PURPOSES OR POWERS THE ESTABLISHMENT, OR
OPERATION OF A FACILITY FOR WHICH  AN  OPERATING  CERTIFICATE  FROM  THE
COMMISSIONER  OF  MENTAL  HEALTH OR MENTAL RETARDATION AND DEVELOPMENTAL
DISABILITIES IS REQUIRED BY ARTICLE THIRTY-ONE OR SIXTEEN OF THE  MENTAL
HYGIENE  LAW, OR THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE,
SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION WITH-
IN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER
OF MENTAL HEALTH OR MENTAL RETARDATION AND DEVELOPMENTAL DISABILITIES.
  (R) EVERY  HEALTH  MAINTENANCE  ORGANIZATION  AS  DEFINED  IN  ARTICLE
FORTY-FOUR  OF  THE PUBLIC HEALTH LAW AND ORGANIZED PURSUANT THERETO AND
PURSUANT TO THIS CHAPTER, SHALL PROVIDE A CERTIFIED COPY OF THE  CERTIF-
ICATE  OF  INCORPORATION  WITHIN  THIRTY  DAYS  AFTER THE FILING OF SUCH
CERTIFICATE, TO THE COMMISSIONER OF HEALTH.
  (S) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES  AMONG ITS PURPOSES AND POWERS 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, OR
THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE OR TWO OR MORE OF
SUCH PURPOSES, SHALL PROVIDE A CERTIFIED  COPY  OF  THE  CERTIFICATE  OF
INCORPORATION,  WITHIN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE,
TO THE PUBLIC HEALTH COUNCIL.
  (T) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES  AMONG  THE  PURPOSES  OF THE CORPORATION, THE ESTABLISHMENT OR
OPERATION OF A SUBSTANCE ABUSE,  SUBSTANCE  DEPENDENCE,  ALCOHOL  ABUSE,
ALCOHOLISM, OR CHEMICAL ABUSE OR DEPENDENCE PROGRAM, OR THE SOLICITATION
OF CONTRIBUTIONS FOR ANY SUCH PURPOSE, SHALL PROVIDE A CERTIFIED COPY OF
THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE FILING OF
SUCH  CERTIFICATE,  TO  THE COMMISSIONER OF THE OFFICE OF ALCOHOLISM AND
SUBSTANCE ABUSE SERVICES.
  (U) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
INCLUDES AMONG THE PURPOSES OF THE CORPORATION, THE ESTABLISHMENT, MAIN-
TENANCE AND OPERATION OF A NON-PROFIT PROPERTY/CASUALTY INSURANCE COMPA-
NY,  PURSUANT TO ARTICLE SIXTY-SEVEN OF THE INSURANCE LAW, SHALL PROVIDE
A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS
AFTER THE FILING OF SUCH CERTIFICATE, TO THE  SUPERINTENDENT  OF  INSUR-
ANCE.
  (V)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
INCLUDES IN THE NAME OF THE PROPOSED CORPORATION  THE  TERMS:  "SCHOOL,"
"EDUCATION,"  "ELEMENTARY,"  "SECONDARY," "KINDERGARTEN," "PREKINDERGAR-
TEN," "PRESCHOOL," "NURSERY SCHOOL," "MUSEUM," "HISTORY,"  "HISTORICAL,"
"HISTORICAL SOCIETY," "ARBORETUM," "LIBRARY," "COLLEGE," "UNIVERSITY" OR
OTHER  TERM  RESTRICTED BY SECTION TWO HUNDRED TWENTY-FOUR OF THE EDUCA-
TION LAW; "CONSERVATORY," "ACADEMY," OR "INSTITUTE," OR ANY ABBREVIATION
OR DERIVATIVE OF SUCH TERMS, SHALL  PROVIDE  A  CERTIFIED  COPY  OF  THE

S. 3755                            25

CERTIFICATE  OF  INCORPORATION,  WITHIN  THIRTY DAYS AFTER THE FILING OF
SUCH CERTIFICATE, TO THE COMMISSIONER OF EDUCATION.
S 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 CERTIF-
ICATE 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 CERTIF-
ICATE 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. IF THERE ARE MORE THAN TWO DIRECTORS OR INCORPORATORS, A MAJORI-
TY  SHALL CONSTITUTE A QUORUM AND THE ACT OF THE MAJORITY OF THOSE PRES-
ENT 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 INCORPO-
RATOR OR DIRECTOR MAY ACT IN PERSON OR BY PROXY SIGNED BY SUCH PERSON OR
HIS OR HER 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 DESIG-
NATED  IN  THE CERTIFICATE OF INCORPORATION, EACH INCORPORATOR OR HIS OR
HER 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 DESIG-
NATED DIRECTOR OR INCORPORATOR ABLE TO  ACT,  ANY  PERSON  FOR  WHOM  AN
INCORPORATOR  IS ACTING AS AGENT MAY ACT IN HIS OR HER STEAD, OR IF SUCH
OTHER PERSON ALSO DIES OR IS FOR ANY REASON UNABLE TO ACT,  HIS  OR  HER
LEGAL REPRESENTATIVE MAY ACT.
  S  406.  PRIVATE  FOUNDATION, AS DEFINED IN THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED:   PROVISIONS INCLUDED IN  THE  CERTIF-
ICATE OF INCORPORATION.
  (A)  THE  FOLLOWING PROVISIONS SHALL BE INCLUDED IN THE CERTIFICATE OF
INCORPORATION OF EVERY DOMESTIC  CORPORATION,  HERETOFORE  OR  HEREAFTER
FORMED,  TO WHICH THIS CHAPTER APPLIES IN WHOLE OR IN PART, AND WHICH IS
A "PRIVATE FOUNDATION" AS DEFINED IN SECTION 509 OF  THE  UNITED  STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"):
  (1)  THE  CORPORATION  SHALL  DISTRIBUTE SUCH AMOUNTS FOR EACH TAXABLE
YEAR AT SUCH TIME AND IN SUCH MANNER AS NOT TO SUBJECT  THE  CORPORATION
TO TAX ON UNDISTRIBUTED INCOME UNDER SECTION 4942 OF THE CODE.
  (2)  THE CORPORATION SHALL NOT ENGAGE IN ANY ACT OR SELF-DEALING WHICH
IS SUBJECT TO TAX UNDER SECTION 4941 OF THE CODE.
  (3) THE CORPORATION SHALL NOT  RETAIN  ANY  EXCESS  BUSINESS  HOLDINGS
WHICH ARE SUBJECT TO TAX UNDER SECTION 4943 OF THE CODE.
  (4)  THE  CORPORATION SHALL NOT MAKE ANY INVESTMENTS IN SUCH MANNER AS
TO SUBJECT THE CORPORATION TO TAX UNDER SECTION 4944 OF THE CODE.
  (5) THE CORPORATION SHALL NOT MAKE ANY TAXABLE EXPENDITURES WHICH  ARE
SUBJECT TO TAX UNDER SECTION 4945 OF THE CODE.
EXCEPT  AS  PROVIDED  IN  PARAGRAPH  (B) OF THIS SECTION, THIS PARAGRAPH
APPLIES NOTWITHSTANDING ANY OTHER PROVISION OF THE CERTIFICATE OF INCOR-

S. 3755                            26

PORATION OR ANY DIRECTION IN AN INSTRUMENT REFERRED TO IN SECTION 513 OF
THIS CHAPTER.
  (B)  PARAGRAPH  (A) OF THIS SECTION SHALL NOT APPLY TO THE EXTENT THAT
IT CONFLICTS WITH ANY MANDATORY DIRECTION  IN  AN  INSTRUMENT  BY  WHICH
ASSETS  REFERRED  TO  IN SECTION 513 OF THIS CHAPTER WERE TRANSFERRED TO
THE CORPORATION PRIOR TO THE EFFECTIVE DATE OF THIS SECTION UNLESS  SUCH
CONFLICTING DIRECTION IS REMOVED AS IMPRACTICABLE UNDER ARTICLE EIGHT OF
THE  ESTATES,  POWERS  AND TRUSTS LAW OR IN ANY OTHER MANNER PROVIDED BY
LAW. THE ABSENCE OF A SPECIFIC PROVISION IN THE SECTION  513  INSTRUMENT
FOR  THE  CURRENT  USE  OF THE PRINCIPAL OF THE FUND, OR THE PRESENCE IN
SUCH AN INSTRUMENT OF A PROVISION, AS TO THE PRINCIPAL OF A FUND, LIMIT-
ED TO THE PRINCIPAL'S BEING HELD, INVESTED AND REINVESTED, IS NOT SUCH A
CONFLICTING MANDATORY DIRECTION.
  (C) ALL REFERENCES IN THIS SECTION TO SECTIONS OF THE CODE SHALL BE TO
SUCH SECTIONS  AS  AMENDED  FROM  TIME  TO  TIME,  OR  TO  CORRESPONDING
PROVISIONS OF SUBSEQUENT INTERNAL REVENUE LAWS.
  (D)  NOTHING IN THIS SECTION SHALL IMPAIR THE RIGHTS AND POWERS OF THE
COURTS OR THE ATTORNEY GENERAL OF THIS STATE.
  S 5. Article 5 of the not-for-profit corporation law is REPEALED,  and
a new article 5 is added to read as follows:
                                ARTICLE 5
                            CORPORATE FINANCE

SECTION 501. STOCK   AND   SHARES  PROHIBITED;  MEMBERSHIP  CERTIFICATES
               AUTHORIZED.
        502. MEMBERS' CAPITAL CONTRIBUTIONS.
        503. CAPITAL CERTIFICATES.
        506. BONDS AND SECURITY INTERESTS.
        507. FEES, DUES AND ASSESSMENTS; FINES AND PENALTIES.
        508. INCOME FROM CORPORATE ACTIVITIES.
        509. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY.
        510. DISPOSITION OF ALL OR SUBSTANTIALLY ALL ASSETS.
        511. PETITION FOR LEAVE OF COURT.
        512. INVESTMENT AUTHORITY.
        513. ADMINISTRATION OF ASSETS RECEIVED FOR SPECIFIC PURPOSES.
        514. DELEGATION OF INVESTMENT MANAGEMENT.
        515. DIVIDENDS PROHIBITED;  CERTAIN  DISTRIBUTIONS  OF  CASH  OR
               PROPERTY AUTHORIZED.
        516. DISTRIBUTIONS TO MEMBERS UPON TERMINATION OF MEMBERSHIP.
        517. LIABILITIES OF MEMBERS.
        519. ANNUAL REPORT OF DIRECTORS.
        520. REPORTS OF CORPORATION.
        521. LIABILITY FOR FAILURE TO DISCLOSE REQUIRED INFORMATION.
        522. RELEASE OF RESTRICTIONS ON USE OR INVESTMENT.
S 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  MEMBERSHIP  CERTIFICATES  OR CARDS TO
EVIDENCE  MEMBERSHIP,  WHETHER  OR  NOT  CONNECTED  WITH  ANY  FINANCIAL
CONTRIBUTION  TO  THE  CORPORATION,  AS  PROVIDED IN SECTION 601 OF THIS
CHAPTER. THE FACT THAT THE CORPORATION IS A NON-PROFIT CORPORATION,  AND
WHETHER THE MEMBERSHIP CERTIFICATE OR CARD IS NON-TRANSFERABLE OR TRANS-
FERABLE,  SHALL  BE NOTED CONSPICUOUSLY ON THE FACE OR BACK OF EACH SUCH
CERTIFICATE OR CARD.
S 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

S. 3755                            27

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 IN ORDER OF PRIOR-
ITY,  IF ANY. EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER, THE RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF SUCH CERTIFICATES IN THE EVENT OF
DISSOLUTION MAY BE FIXED IN THE CERTIFICATE OF INCORPORATION, SUBJECT TO
THE LIMITATION THAT, UNLESS THE CERTIFICATE  OF  INCORPORATION  PROVIDES
OTHERWISE,  IF  THE AMOUNTS PAYABLE ON LIQUIDATION ARE NOT PAID IN FULL,
THE CAPITAL CERTIFICATES OF THE SAME CLASS  OR  PREFERENCE  SHALL  SHARE
RATABLY  IN  REPAYMENT  OR REDEMPTION, IN ACCORDANCE WITH THE SUMS WHICH
WOULD BE PAYABLE ON SUCH CERTIFICATES IF ALL CERTIFICATES WERE  DECLARED
AND PAID IN FULL, AND IN ANY DISTRIBUTION OF ASSETS OTHER THAN BY WAY OF
CERTIFICATES  IN ACCORDANCE WITH THE SUMS WHICH WOULD BE PAYABLE ON SUCH
DISTRIBUTION IF ALL SUMS PAYABLE WERE DISCHARGED IN FULL.
  (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 FORMA-
TION OR REORGANIZATION, A BINDING OBLIGATION TO MAKE THE CONTRIBUTION IN
CASH OR OTHER PROPERTY, A BINDING OBLIGATION TO PERFORM SERVICES  HAVING
AN AGREED VALUE OR A COMBINATION THEREOF. IN THE ABSENCE OF FRAUD IN THE
TRANSACTION,  THE JUDGMENT OF THE BOARD AS TO THE VALUE OF THE CONSIDER-
ATION RECEIVED BY THE CORPORATION SHALL BE CONCLUSIVE.
  (C) A MEMBER'S CAPITAL CONTRIBUTION SHALL BE EVIDENCED  BY  A  CAPITAL
CERTIFICATE.  A CAPITAL CERTIFICATE SHALL BE NON-TRANSFERABLE, EXCEPT AS
OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OF A  CORPORATION
THAT IS NOT ORGANIZED FOR CHARITABLE PURPOSES.
  (D) 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.
  (E) IN THE EVENT OF A DEFAULT IN PAYMENT OR  OTHER  PERFORMANCE  UNDER
THE  INSTRUMENT  EVIDENCING  A  MEMBER'S  BINDING  OBLIGATION UNDER THIS
SECTION, THE CORPORATION MAY PURSUE SUCH REMEDIES  AS  ARE  PROVIDED  IN
SUCH INSTRUMENT OR A RELATED AGREEMENT OR UNDER LAW.
S 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.

S. 3755                            28

  (2) THE AMOUNT OF THE MEMBER'S CAPITAL CONTRIBUTION EVIDENCED BY  SUCH
CERTIFICATE.
  (3) IF APPLICABLE, THAT THE CERTIFICATE OF INCORPORATION PROVIDES THAT
THE CAPITAL CERTIFICATE IS TRANSFERABLE.
  (C)  THE  FACT  THAT  THE CORPORATION IS A NON-PROFIT CORPORATION, AND
THAT THE CAPITAL CERTIFICATE  IS  NON-TRANSFERABLE  OR  IS  TRANSFERABLE
SHALL  BE  NOTED  CONSPICUOUSLY ON THE FACE OR BACK OF EACH SUCH CERTIF-
ICATE.
S 506. BONDS AND SECURITY INTERESTS.
  (A) NO CORPORATION SHALL ISSUE BONDS EXCEPT FOR MONEY OR OTHER PROPER-
TY, 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 CONSIDER-
ATION 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 PRIN-
CIPAL SUM THEREOF PLUS INTEREST DUE AND ACCRUED THEREON. IN THE  ABSENCE
OF FRAUD IN THE TRANSACTION, THE JUDGMENT OF THE BOARD AS TO THE REASON-
ABLENESS  OF ANY SUCH INTEREST, DISCOUNT OR PREMIUM SHALL BE CONCLUSIVE.
HOWEVER, WITH RESPECT TO BONDS NOT A PART OF A PUBLIC OFFERING, NOTWITH-
STANDING THE TERMS OF THE INSTRUMENT, NO MEMBER OF A  CORPORATION  SHALL
BE ENTITLED TO RECEIVE, DIRECTLY OR INDIRECTLY, AS A HOLDER OR BENEFICI-
ARY  OF  SUCH  BOND,  PRIOR  TO MATURITY OR REDEMPTION, MORE THAN SIMPLE
INTEREST THEREON AT A RATE EQUAL TO THE HIGHER OF (1) THE MAXIMUM INTER-
EST 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  INCORPO-
RATION  PROVIDES  OTHERWISE,  NO VOTE OR CONSENT OF THE MEMBERS SHALL BE
REQUIRED TO APPROVE SUCH ACTION BY THE BOARD.
  (E) IN THE EVENT OF A DEFAULT IN PAYMENT OR  OTHER  PERFORMANCE  UNDER
THE SUBSCRIBER'S BINDING OBLIGATION TO PAY THE PURCHASE PRICE OR PERFORM
SERVICES,  THE  CORPORATION  MAY PURSUE SUCH REMEDIES AS ARE PROVIDED IN
SUCH INSTRUMENT OR A RELATED AGREEMENT OR UNDER LAW.
  (F) A CORPORATION MAY PLACE IN ESCROW BONDS TO BE ISSUED FOR A BINDING
OBLIGATION TO PAY CASH OR OTHER PROPERTY OR TO PERFORM FUTURE  SERVICES,
OR MAKE OTHER ARRANGEMENTS TO RESTRICT THE TRANSFER OF SUCH BONDS.
S 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  INITI-

S. 3755                            29

ATION 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  DISTRIBU-
TIVE  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.
S 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.
S 509. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY.
  NO PURCHASE OF REAL PROPERTY SHALL BE MADE BY  A  CORPORATION  AND  NO
CORPORATION  SHALL SELL, MORTGAGE OR LEASE REAL PROPERTY, UNLESS AUTHOR-
IZED BY THE VOTE OF 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.
S 510. DISPOSITION OF ALL OR SUBSTANTIALLY ALL ASSETS.
  (A) A SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL,  OR  SUBSTAN-
TIALLY  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 TYPE OR 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  CONSID-
ERATION,  TOGETHER  WITH  A STATEMENT THAT THE DISSOLUTION OF THE CORPO-
RATION 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  MEET-
ING SHALL BE GIVEN TO EACH MEMBER AND EACH HOLDER OF BONDS OF THE CORPO-
RATION,  WHETHER  OR NOT ENTITLED TO VOTE. AT SUCH MEETING BY TWO-THIRDS
VOTE AS PROVIDED IN PARAGRAPH (C) OF SECTION 613  OF  THIS  CHAPTER  THE
MEMBERS  MAY  APPROVE THE PROPOSED TRANSACTION ACCORDING TO THE TERMS OF
THE RESOLUTION OF THE BOARD, OR MAY APPROVE SUCH SALE,  LEASE,  EXCHANGE

S. 3755                            30

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,
ORGANIZED  FOR CHARITABLE PURPOSES OR HOLDS ASSETS RECEIVED FOR SPECIFIC
PURPOSES SUCH SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OTHER  THAN  TO
ANOTHER CORPORATION ORGANIZED FOR CHARITABLE PURPOSES AND CONTROLLED BY,
OR UNDER COMMON CONTROL WITH, THE CORPORATION, SHALL IN ADDITION REQUIRE
LEAVE  OF  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.
  (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.
S 511. PETITION FOR LEAVE OF COURT.
  (A) A CORPORATION REQUIRED BY LAW TO OBTAIN LEAVE OF  COURT  TO  SELL,
LEASE,  EXCHANGE  OR  OTHERWISE  DISPOSE OF ALL OR SUBSTANTIALLY ALL ITS
ASSETS, OTHER THAN  TO  ANOTHER  CORPORATION  ORGANIZED  FOR  CHARITABLE
PURPOSES  AND  CONTROLLED  BY,  OR UNDER COMMON CONTROL WITH, THE CORPO-
RATION, SHALL PRESENT A VERIFIED PETITION TO THE SUPREME  COURT  OF  THE
JUDICIAL DISTRICT, OR THE COUNTY COURT OF THE COUNTY, WHEREIN THE CORPO-
RATION  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 PLAC-
ES 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  SCHED-
ULE  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 DISPO-
SITION  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

S. 3755                            31

A  RESOLUTION  GIVING SUCH CONSENT, ADOPTED AT A MEETING OF MEMBERS DULY
CALLED AND HELD, WITH A STATEMENT OF THE VOTE THEREON.
  (9)  A  PRAYER FOR LEAVE 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.
S 512. INVESTMENT AUTHORITY.
  IN ADDITION TO AN INVESTMENT OTHERWISE AUTHORIZED BY  LAW  OR  BY  THE
APPLICABLE  GIFT  INSTRUMENT,  AND  WITHOUT RESTRICTION TO INVESTMENTS A
FIDUCIARY MAY MAKE, THE GOVERNING BOARD, SUBJECT TO ANY SPECIFIC LIMITA-
TIONS SET FORTH IN THE APPLICABLE GIFT INSTRUMENT OR IN  THE  APPLICABLE
LAW  OTHER  THAN LAW RELATING TO INVESTMENTS BY A FIDUCIARY, AND SUBJECT
TO THE PROVISIONS OF SECTION 717 OF THIS CHAPTER, MAY:
  (A) INVEST AND REINVEST AN INSTITUTIONAL FUND,  IN  THE  NAME  OF  THE
CORPORATION  OR IN THE NAME OF A NOMINEE OF THE CORPORATION, IN ANY REAL
OR PERSONAL PROPERTY DEEMED ADVISABLE BY THE GOVERNING BOARD, WHETHER OR
NOT IT PRODUCES A CURRENT RETURN, INCLUDING  MORTGAGES,  STOCKS,  BONDS,
DEBENTURES,  AND  OTHER SECURITIES OF PROFIT OR NON-PROFIT CORPORATIONS,
SHARES IN OR OBLIGATIONS OF ASSOCIATIONS, PARTNERSHIPS, OR  INDIVIDUALS,
AND  OBLIGATIONS  OF  ANY  GOVERNMENT  OR SUBDIVISION OR INSTRUMENTALITY
THEREOF;
  (B) RETAIN PROPERTY CONTRIBUTED BY A DONOR TO  AN  INSTITUTIONAL  FUND
FOR  AS LONG AS THE GOVERNING BOARD DEEMS ADVISABLE, TAKING INTO ACCOUNT
ANY REQUEST BY THE DONOR TO DO SO;
  (C) INCLUDE ALL OR ANY PART OF AN INSTITUTIONAL FUND IN ANY POOLED  OR
COMMON  FUND  AVAILABLE FOR INVESTMENT WHICH IS MAINTAINED BY THE CORPO-
RATION; AND
  (D) INVEST ALL OR ANY PART OF  AN  INSTITUTIONAL  FUND  IN  ANY  OTHER
POOLED  OR  COMMON  FUND  AVAILABLE  FOR INVESTMENT, INCLUDING SHARES OR
INTERESTS IN REGULATED INVESTMENT COMPANIES, MUTUAL FUNDS, COMMON  TRUST
FUNDS,  INVESTMENT PARTNERSHIPS, REAL ESTATE INVESTMENT TRUSTS, OR SIMI-
LAR ORGANIZATIONS IN WHICH FUNDS ARE COMMINGLED AND INVESTMENT  DETERMI-
NATIONS ARE MADE BY PERSONS OTHER THAN THE GOVERNING BOARD.

S. 3755                            32

S 513. ADMINISTRATION OF ASSETS RECEIVED FOR SPECIFIC PURPOSES.
  (A)  A  CORPORATION  SHALL  HOLD  FULL  OWNERSHIP RIGHTS IN ANY ASSETS
CONSISTING OF FUNDS OR OTHER REAL OR PERSONAL PROPERTY OF ANY KIND, THAT
MAY BE GIVEN, GRANTED, BEQUEATHED OR DEVISED TO OR OTHERWISE  VESTED  IN
SUCH CORPORATION IN TRUST FOR, OR WITH A DIRECTION TO APPLY THE SAME TO,
ANY PURPOSE SPECIFIED IN ITS CERTIFICATE OF INCORPORATION, AND SHALL NOT
BE DEEMED A TRUSTEE OF AN EXPRESS TRUST OF SUCH ASSETS.
  (B)  EXCEPT  AS  MAY BE OTHERWISE PERMITTED UNDER ARTICLE EIGHT OF THE
ESTATES, POWERS AND TRUSTS LAW OR  SECTION  522  OF  THIS  ARTICLE,  THE
GOVERNING  BOARD  SHALL  APPLY  ALL ASSETS THUS RECEIVED TO THE PURPOSES
SPECIFIED IN THE GIFT INSTRUMENT AND TO THE PAYMENT  OF  THE  REASONABLE
AND  PROPER  EXPENSES  OF  ADMINISTRATION  OF SUCH ASSETS. THE GOVERNING
BOARD SHALL CAUSE ACCURATE ACCOUNTS TO BE KEPT OF SUCH  ASSETS  SEPARATE
AND  APART FROM THE ACCOUNTS OF OTHER ASSETS OF THE CORPORATION.  UNLESS
THE TERMS OF THE PARTICULAR GIFT INSTRUMENT PROVIDE OTHERWISE, THE TREA-
SURER SHALL MAKE AN ANNUAL REPORT TO THE MEMBERS (IF THERE  BE  MEMBERS)
OR TO THE GOVERNING BOARD (IF THERE BE NO MEMBERS) CONCERNING THE ASSETS
HELD  UNDER  THIS  SECTION  AND  THE  USE MADE OF SUCH ASSETS AND OF THE
INCOME THEREOF.
  (C) THE GOVERNING BOARD MAY APPROPRIATE FOR EXPENDITURE FOR  THE  USES
AND  PURPOSES  FOR WHICH AN ENDOWMENT FUND IS ESTABLISHED SO MUCH OF THE
NET APPRECIATION, REALIZED (WITH RESPECT TO ALL ASSETS)  AND  UNREALIZED
(WITH  RESPECT  ONLY TO READILY MARKETABLE ASSETS), IN THE FAIR VALUE OF
THE ASSETS OF AN ENDOWMENT FUND OVER THE HISTORIC DOLLAR  VALUE  OF  THE
FUND AS IS PRUDENT UNDER THE STANDARD ESTABLISHED BY SECTION 717 OF THIS
CHAPTER.   THIS SECTION IS NOT INTENDED TO RESTRICT THE AUTHORITY OF THE
GOVERNING BOARD TO EXPEND FUNDS AS PERMITTED UNDER OTHER LAW, THE  TERMS
OF THE APPLICABLE GIFT INSTRUMENT OR THE CERTIFICATE OF INCORPORATION OF
THE CORPORATION.
  (D)  PARAGRAPH  (C)  OF  THIS SECTION DOES NOT APPLY IF THE APPLICABLE
GIFT INSTRUMENT INDICATES THE DONOR'S INTENTION  THAT  NET  APPRECIATION
SHALL  NOT BE EXPENDED. A RESTRICTION UPON THE EXPENDITURE OF NET APPRE-
CIATION MAY NOT BE IMPLIED FROM A DESIGNATION OF A GIFT AS AN ENDOWMENT,
OR FROM A DIRECTION OR AUTHORIZATION IN THE APPLICABLE  GIFT  INSTRUMENT
TO  USE  ONLY  "INCOME,"  "INTEREST,"  "DIVIDENDS," OR "RENTS, ISSUES OR
PROFITS," OR "TO PRESERVE THE PRINCIPAL INTACT," OR  A  DIRECTION  WHICH
CONTAINS  OTHER  WORDS  OF  SIMILAR  IMPORT.  THIS  RULE OF CONSTRUCTION
APPLIES TO GIFT INSTRUMENTS EXECUTED OR IN EFFECT BEFORE  OR  AFTER  THE
EFFECTIVE DATE OF PARAGRAPH (C) OF THIS SECTION.
S 514. DELEGATION OF INVESTMENT MANAGEMENT.
  (A)  EXCEPT  AS  OTHERWISE PROVIDED BY THE APPLICABLE GIFT INSTRUMENT,
THE GOVERNING BOARD MAY (1) DELEGATE  TO  ITS  COMMITTEES,  OFFICERS  OR
EMPLOYEES  OF  THE CORPORATION OR THE FUND, OR AGENTS, INCLUDING INVEST-
MENT COUNSEL, THE AUTHORITY TO ACT IN PLACE OF THE  GOVERNING  BOARD  IN
INVESTMENT  AND  REINVESTMENT  OF INSTITUTIONAL FUNDS, (2) CONTRACT WITH
INDEPENDENT INVESTMENT ADVISORS, INVESTMENT COUNSEL OR MANAGERS,  BANKS,
OR  TRUST COMPANIES, SO TO ACT, AND (3) AUTHORIZE THE PAYMENT OF COMPEN-
SATION FOR INVESTMENT ADVISORY OR MANAGEMENT SERVICES, ADVISORS, INVEST-
MENT COUNSEL OR MANAGERS, BANKS OR TRUST  COMPANIES,  SO  TO  ACT.  EACH
CONTRACT  PURSUANT TO WHICH AUTHORITY IS SO DELEGATED SHALL PROVIDE THAT
IT MAY BE TERMINATED BY THE GOVERNING BOARD AT ANY TIME, WITHOUT  PENAL-
TY, UPON NOT MORE THAN SIXTY DAYS' NOTICE.
  (B)  THE  GOVERNING BOARD SHALL EXERCISE THE STANDARD OF CARE REQUIRED
BY SECTION 717 OF THIS CHAPTER IN  THE  SELECTION  OF  PERSONS  TO  WHOM
AUTHORITY  IS  DELEGATED OR WITH WHOM CONTRACTS ARE MADE UNDER PARAGRAPH
(A) OF THIS SECTION AND IN  THE  CONTINUATION  OR  TERMINATION  OF  SUCH

S. 3755                            33

DELEGATION  OR CONTRACTS.   THE GOVERNING BOARD SHALL BE RELIEVED OF ALL
LIABILITY FOR THE INVESTMENT AND REINVESTMENT OF INSTITUTIONAL FUNDS BY,
AND FOR THE OTHER ACTS OR OMISSIONS OF, PERSONS TO WHOM AUTHORITY IS  SO
DELEGATED OR WITH WHOM CONTRACTS ARE SO MADE.
S 515. DIVIDENDS  PROHIBITED;  CERTAIN DISTRIBUTIONS OF CASH OR PROPERTY
         AUTHORIZED.
  (A) A CORPORATION SHALL NOT PAY DIVIDENDS OR DISTRIBUTE  ANY  PART  OF
ITS INCOME OR PROFIT TO ITS MEMBERS, DIRECTORS, OR OFFICERS.
  (B)  A  CORPORATION  MAY  PAY  COMPENSATION  IN A REASONABLE AMOUNT TO
MEMBERS, DIRECTORS, OR OFFICERS FOR  SERVICES  RENDERED,  AND  MAY  MAKE
DISTRIBUTIONS  OF  CASH OR PROPERTY TO MEMBERS UPON DISSOLUTION OR FINAL
LIQUIDATION AS PERMITTED BY THIS CHAPTER.
  (C) A CORPORATION MAY CONFER BENEFITS UPON MEMBERS  OR  NONMEMBERS  IN
CONFORMITY  WITH  ITS PURPOSES, MAY REDEEM ITS CAPITAL CERTIFICATES, AND
MAY MAKE OTHER DISTRIBUTIONS OF CASH  OR  PROPERTY  TO  ITS  MEMBERS  OR
FORMER  MEMBERS,  DIRECTORS,  OR  OFFICERS PRIOR TO DISSOLUTION OR FINAL
LIQUIDATION, AS AUTHORIZED BY THIS ARTICLE, EXCEPT WHEN THE  CORPORATION
IS  CURRENTLY  INSOLVENT  OR WOULD THEREBY BE MADE INSOLVENT OR RENDERED
UNABLE TO CARRY ON ITS CORPORATE PURPOSES, OR WHEN THE FAIR VALUE OF THE
CORPORATION'S ASSETS REMAINING AFTER SUCH  CONFERRING  OF  BENEFITS,  OR
REDEMPTION,  OR  OTHER  DISTRIBUTION  WOULD  BE INSUFFICIENT TO MEET ITS
LIABILITIES.
S 516. DISTRIBUTIONS TO MEMBERS UPON TERMINATION OF MEMBERSHIP.
  (A) EXCEPT AS PROVIDED IN THIS CHAPTER OR THE CERTIFICATE OF  INCORPO-
RATION  OR  THE  BY-LAWS,  THE INTEREST OF A MEMBER IN THE PROPERTY OF A
CORPORATION SHALL TERMINATE UPON  THE  TERMINATION  OF  HIS  MEMBERSHIP,
WHETHER BY EXPIRATION OF THE TERM OF MEMBERSHIP, OR BY THE DEATH, VOLUN-
TARY  WITHDRAWAL,  OR EXPULSION OF THE MEMBER, OR OTHERWISE. SUCH TERMI-
NATION SHALL BE WITHOUT PREJUDICE TO HIS RIGHTS, IF ANY, AS HOLDER OF  A
CAPITAL CERTIFICATE.
  (B)  IN THE EVENT OF A TERMINATION OF MEMBERSHIP, WHETHER VOLUNTARY OR
INVOLUNTARY, AND SUBJECT TO ANY RESTRICTIONS CONTAINED IN  THIS  CHAPTER
OR THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, A CORPORATION MAY AT
ITS  OPTION  THEREAFTER  CALL  FOR REDEMPTION ANY CAPITAL CERTIFICATE OR
CERTIFICATES HELD BY SUCH  FORMER  MEMBER,  AND  REDEEM  THE  SAME  UPON
PAYMENT  OF A SUM OF MONEY EQUAL TO THE REDEMPTION PRICE THEREOF IF SUCH
CERTIFICATES ARE BY THEIR TERMS REDEEMABLE, OR UPON PAYMENT OF A SUM  OF
MONEY  EQUAL TO THE AMOUNT OF THE CAPITAL CONTRIBUTION EVIDENCED BY SUCH
CERTIFICATES IF THEY ARE NOT BY THEIR EXPRESS TERMS REDEEMABLE.
  (C) IF A MEMBER WHO WOULD UPON DISSOLUTION  OF  THE  CORPORATION  HAVE
DISTRIBUTIVE  RIGHTS IN ITS ASSETS UNDER PARAGRAPH (D) OF SECTION 507 OF
THIS ARTICLE IS EXPELLED OTHER THAN FOR CAUSE PURSUANT TO A PROVISION OF
THE CERTIFICATE OF INCORPORATION OR BY-LAWS AUTHORIZING SUCH  EXPULSION,
AND THE CORPORATION IS DISSOLVED WITHIN A PERIOD OF FIVE YEARS AFTER THE
DATE  OF  SUCH EXPULSION, THE EXPELLED MEMBER SHALL BE ENTITLED TO SHARE
IN THE DISTRIBUTION OF ASSETS IN THE SAME MANNER AS OTHER MEMBERS OF THE
SAME CLASS ENTITLED TO SHARE AT THAT TIME, EXCEPT THAT HIS  SHARE  SHALL
BE  CHARGED  WITH  ANY  ARREARAGES AND ALL DUES AND ASSESSMENTS WHICH HE
WOULD HAVE PAID IF HE HAD REMAINED A MEMBER, PLUS INTEREST ON  ALL  SUCH
ITEMS.
  (D)  NOTHING  IN  THIS SECTION SHALL AUTHORIZE A CORPORATION TO MAKE A
DISTRIBUTION OF CASH OR PROPERTY TO A FORMER MEMBER IN CONTRAVENTION  OF
THE PROVISIONS OF SECTION 515 OF THIS ARTICLE.
S 517. LIABILITIES OF MEMBERS.
  (A)  THE  MEMBERS  OF A CORPORATION SHALL NOT BE PERSONALLY LIABLE FOR
THE DEBTS, LIABILITIES OR OBLIGATIONS OF THE CORPORATION.

S. 3755                            34

  (B) A MEMBER SHALL BE LIABLE TO THE CORPORATION ONLY TO THE EXTENT  OF
ANY  UNPAID  PORTION  OF THE INITIATION FEES, MEMBERSHIP DUES OR ASSESS-
MENTS WHICH THE CORPORATION MAY HAVE LAWFULLY IMPOSED UPON SUCH  MEMBER,
OR FOR ANY OTHER INDEBTEDNESS OWED BY SUCH MEMBER TO THE CORPORATION. NO
ACTION  SHALL BE BROUGHT BY ANY CREDITOR OF THE CORPORATION TO REACH AND
APPLY ANY SUCH LIABILITY TO ANY DEBT  OF  THE  CORPORATION  UNTIL  AFTER
FINAL JUDGMENT SHALL HAVE BEEN RENDERED AGAINST THE CORPORATION IN FAVOR
OF  THE  CREDITOR  AND  EXECUTION  THEREON  RETURNED UNSATISFIED, OR THE
CORPORATION SHALL HAVE BEEN ADJUDGED BANKRUPT, OR A RECEIVER SHALL  HAVE
BEEN  APPOINTED  WITH  POWER  TO  COLLECT  DEBTS, AND WHICH RECEIVER, ON
DEMAND OF A CREDITOR TO BRING SUIT THEREON, HAS REFUSED TO SUE FOR  SUCH
UNPAID  AMOUNT,  OR  THE CORPORATION SHALL HAVE BEEN DISSOLVED OR CEASED
ITS ACTIVITIES LEAVING DEBTS UNPAID. NO SUCH  ACTION  SHALL  BE  BROUGHT
MORE THAN THREE YEARS AFTER THE HAPPENING OF ANY ONE OF SUCH EVENTS.
S 519. ANNUAL REPORT OF DIRECTORS.
  (A) THE BOARD SHALL PRESENT AT THE ANNUAL MEETING OF MEMBERS A REPORT,
VERIFIED  BY  THE PRESIDENT AND TREASURER OR BY A MAJORITY OF THE DIREC-
TORS, OR CERTIFIED BY AN INDEPENDENT PUBLIC OR CERTIFIED PUBLIC ACCOUNT-
ANT OR A FIRM OF SUCH ACCOUNTANTS SELECTED  BY  THE  BOARD,  SHOWING  IN
APPROPRIATE DETAIL THE FOLLOWING:
  (1)  THE  ASSETS  AND  LIABILITIES,  INCLUDING THE TRUST FUNDS, OF THE
CORPORATION AS OF THE END OF A TWELVE MONTH  FISCAL  PERIOD  TERMINATING
NOT MORE THAN SIX MONTHS PRIOR TO SAID MEETING.
  (2)  THE  PRINCIPAL CHANGES IN ASSETS AND LIABILITIES, INCLUDING TRUST
FUNDS, DURING SAID FISCAL PERIOD.
  (3) THE REVENUE OR RECEIPTS OF THE CORPORATION, BOTH UNRESTRICTED  AND
RESTRICTED TO PARTICULAR PURPOSES DURING SAID FISCAL PERIOD.
  (4) THE EXPENSES OR DISBURSEMENTS OF THE CORPORATION, FOR BOTH GENERAL
AND RESTRICTED PURPOSES, DURING SAID FISCAL PERIOD.
  (5)  THE  NUMBER  OF  MEMBERS OF THE CORPORATION AS OF THE DATE OF THE
REPORT, TOGETHER WITH A STATEMENT OF INCREASE OR DECREASE IN SUCH NUMBER
DURING SAID FISCAL PERIOD, AND A STATEMENT OF THE PLACE WHERE THE  NAMES
AND PLACES OF RESIDENCE OF THE CURRENT MEMBERS MAY BE FOUND.
  (B)  THE ANNUAL REPORT OF DIRECTORS SHALL BE FILED WITH THE RECORDS OF
THE CORPORATION AND EITHER A COPY OR AN ABSTRACT THEREOF ENTERED IN  THE
MINUTES OF THE PROCEEDINGS OF THE ANNUAL MEETING OF MEMBERS.
  (C)  THE  BOARD  OF  A  CORPORATION HAVING NO MEMBERS SHALL DIRECT THE
PRESIDENT AND TREASURER TO PRESENT AT THE ANNUAL MEETING OF THE BOARD  A
REPORT  IN  ACCORDANCE  WITH PARAGRAPH (A) OF THIS SECTION, BUT OMITTING
THE REQUIREMENT OF SUBPARAGRAPH (5). THIS REPORT SHALL BE FILED WITH THE
MINUTES OF THE ANNUAL MEETING OF THE BOARD.
S 520. REPORTS OF CORPORATION.
  EACH DOMESTIC CORPORATION, AND EACH FOREIGN CORPORATION AUTHORIZED  TO
CONDUCT  ACTIVITIES  IN  THIS  STATE,  SHALL FROM TIME TO TIME FILE SUCH
REPORTS ON ITS ACTIVITIES AS MAY BE REQUIRED BY THE LAWS OF THIS  STATE.
ALL REGISTRATION AND REPORTING REQUIREMENTS PURSUANT TO SECTION 8-1.4 OF
THE  ESTATES,  POWERS  AND  TRUSTS LAW, OR RELATED SUCCESSOR PROVISIONS,
ARE, WITHOUT LIMITATION ON THE FOREGOING, EXPRESSLY INCLUDED AS  REPORTS
REQUIRED  BY  THE  LAWS  OF THIS STATE TO BE FILED WITHIN THE MEANING OF
THIS SECTION. WILLFUL FAILURE OF A  CORPORATION  TO  FILE  A  REPORT  AS
REQUIRED  BY LAW SHALL SUBJECT THE CORPORATION TO AN ORDER OF THE ATTOR-
NEY GENERAL COMPELLING SUCH REPORT OR REPORTS TO BE FILED  WITHIN  SIXTY
DAYS  OF  THE  ATTORNEY  GENERAL'S ORDER; AND, IN THE EVENT OF CONTINUED
NONCOMPLIANCE THEREAFTER, TO AN ATTORNEY GENERAL ACTION FOR  DISSOLUTION
UNDER  ARTICLE 11 OF THIS CHAPTER IN THE CASE OF A DOMESTIC CORPORATION,

S. 3755                            35

OR UNDER SECTION 1303 OF THIS CHAPTER IN THE CASE OF  A  FOREIGN  CORPO-
RATION.
S 521. LIABILITY FOR FAILURE TO DISCLOSE REQUIRED INFORMATION.
  FAILURE  OF THE CORPORATION TO COMPLY IN GOOD FAITH WITH THE NOTICE OR
DISCLOSURE OR REPORTING PROVISIONS OF SECTION 501 OF  THIS  ARTICLE,  OR
PARAGRAPH  (C)  OF  SECTION  503  OF  THIS  ARTICLE, OR PARAGRAPH (B) OF
SECTION 513 OF THIS ARTICLE, OR SECTION 519 OF THIS ARTICLE, OR  SECTION
520  OF  THIS  ARTICLE, SHALL MAKE THE CORPORATION LIABLE FOR ANY DAMAGE
SUSTAINED BY ANY PERSON IN CONSEQUENCE THEREOF.
S 522. RELEASE OF RESTRICTIONS ON USE OR INVESTMENT.
  (A) WITH THE CONSENT OF THE DONOR IN A  WRITING  ACKNOWLEDGED  BY  THE
DONOR,  THE  GOVERNING  BOARD  MAY  RELEASE,  IN  WHOLE  OR  IN  PART, A
RESTRICTION IMPOSED BY THE APPLICABLE GIFT  INSTRUMENT  ON  THE  USE  OR
INVESTMENT OF AN INSTITUTIONAL FUND.
  (B)  IF  WRITTEN  CONSENT OF THE DONOR CANNOT BE OBTAINED BY REASON OF
DEATH, DISABILITY, UNAVAILABILITY, OR IMPOSSIBILITY  OF  IDENTIFICATION,
THE  GOVERNING BOARD MAY APPLY IN THE NAME OF THE CORPORATION (I) TO THE
SUPREME COURT OF THE JUDICIAL DISTRICT WHEREIN THE CORPORATION  HAS  ITS
OFFICE  OR PRINCIPAL PLACE OF CARRYING OUT THE PURPOSES FOR WHICH IT WAS
FORMED, OR (II) WHERE THE APPLICABLE GIFT INSTRUMENT IS A WILL,  TO  THE
SURROGATE'S  COURT  IN  WHICH  SUCH  WILL  IS PROBATED, FOR RELEASE OF A
RESTRICTION IMPOSED BY THE APPLICABLE GIFT  INSTRUMENT  ON  THE  USE  OR
INVESTMENT OF AN INSTITUTIONAL FUND. THE ATTORNEY GENERAL SHALL BE NOTI-
FIED  OF  THE APPLICATION AND SHALL BE GIVEN AN OPPORTUNITY TO BE HEARD.
IF THE COURT FINDS THAT THE RESTRICTION IS OBSOLETE,  INAPPROPRIATE,  OR
IMPRACTICABLE,  IT  MAY  BY ORDER RELEASE THE RESTRICTION IN WHOLE OR IN
PART. A RELEASE UNDER THIS PARAGRAPH MAY NOT CHANGE AN ENDOWMENT FUND TO
A FUND THAT IS NOT AN ENDOWMENT FUND.
  (C) A RELEASE UNDER THIS SECTION MAY NOT ALLOW A FUND TO BE  USED  FOR
PURPOSES OTHER THAN THE PURPOSES OF THE CORPORATION.
  (D)  THIS SECTION DOES NOT LIMIT THE APPLICATION OF THE DOCTRINE OF CY
PRES.
  S 6. Article 6 of the not-for-profit corporation law is REPEALED and a
new article 6 is added to read as follows:
                                ARTICLE 6
                                 MEMBERS
SECTION 601. MEMBERS.
        602. BY-LAWS.
        603. MEETINGS OF MEMBERS.
        604. SPECIAL MEETING FOR ELECTION OF DIRECTORS.
        605. NOTICE OF MEETING OF MEMBERS.
        606. WAIVERS OF NOTICE.
        607. LIST OR RECORD OF MEMBERS AT MEETINGS.
        608. QUORUM AT MEETING OF MEMBERS.
        609. PROXIES.
        610. SELECTION OF INSPECTORS AT MEETING OF MEMBERS; DUTIES.
        611. QUALIFICATION OF VOTERS; FIXING RECORD  DATE  TO  DETERMINE
               ELIGIBILITY TO VOTE; VOTING ENTITLEMENT.
        612. LIMITATIONS ON RIGHT TO VOTE.
        613. VOTE OF MEMBERS.
        614. ACTION BY MEMBERS WITHOUT A MEETING.
        615. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF MEMBERS.
        616. VOTING BY CLASS OF MEMBERS.
        617. CUMULATIVE VOTING.
        618. POWER OF SUPREME COURT RESPECTING ELECTIONS.
        619. AGREEMENTS BY MEMBERS AS TO VOTING.

S. 3755                            36

        620. PREEMPTIVE RIGHTS.
        621. BOOKS   AND  RECORDS;  RIGHT  OF  INSPECTION;  PRIMA  FACIE
               EVIDENCE.
        622. INFANT MEMBERS.
        623. MEMBERS' DERIVATIVE ACTION BROUGHT  IN  THE  RIGHT  OF  THE
               CORPORATION TO PROCURE A JUDGMENT IN ITS FAVOR.
S 601. MEMBERS.
  (A)  A  CORPORATION  MAY  HAVE  ONE  OR  MORE CLASSES OF MEMBERS OR NO
MEMBERS. A CORPORATION THAT HAS ONE OR MORE CLASSES OF MEMBERS SHALL SET
FORTH IN THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SUCH  PROVISION
FOR  CLASSES  OF MEMBERS.  CORPORATIONS, JOINT-STOCK ASSOCIATIONS, UNIN-
CORPORATED ASSOCIATIONS AND PARTNERSHIPS, AS WELL AS  ANY  OTHER  PERSON
WITHOUT LIMITATION, MAY BE MEMBERS.
  (B)  IF THE CORPORATION HAS TWO OR MORE CLASSES OF MEMBERS, THE DESIG-
NATION AND CHARACTERISTICS OF EACH  CLASS  AND  THE  QUALIFICATIONS  AND
RIGHTS  OF,  AND  LIMITATIONS UPON, THE MEMBERS OF EACH CLASS MAY BE SET
FORTH IN THE CERTIFICATE  OF  INCORPORATION,  THE  BY-LAWS  OR,  IF  THE
BY-LAWS SO PROVIDE, A RESOLUTION OF THE BOARD.
  (C)  IF  THE  CORPORATION  HAS MEMBERS, MEMBERSHIP MAY BE EFFECTED AND
EVIDENCED BY:
  (1) SIGNATURE ON THE CERTIFICATE OF INCORPORATION.
  (2) DESIGNATION IN THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
  (3) MEMBERSHIP CERTIFICATE OR CARD OR CAPITAL CERTIFICATE.
  (4) SUCH METHOD, INCLUDING BUT NOT LIMITED TO  THE  FOREGOING,  AS  IS
PRESCRIBED BY THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
  (D)  MEMBERSHIP  IN A CORPORATION SHALL NOT BE TRANSFERABLE, EXCEPT AS
OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR BY-LAWS.
  (E) MEMBERSHIP CERTIFICATES OR CARDS SHALL NOT BE TRANSFERABLE. IF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS PERMITS TRANSFER OF  MEMBERSHIP,
UPON  EACH  SUCH  TRANSFER  THE  CERTIFICATE  OR CARD ISSUED TO A FORMER
MEMBER SHALL BE SURRENDERED, AND A NEW  CERTIFICATE  OR  CARD  SHALL  BE
ISSUED TO THE NEW MEMBER.
  (F) EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER OR THE CERTIFICATE OF
INCORPORATION  OR  THE BY-LAWS, MEMBERSHIP SHALL BE TERMINATED BY DEATH,
RESIGNATION, OR EXPULSION, OF  A  MEMBER;  DISSOLUTION  OF  A  CORPORATE
MEMBER;  EXPIRATION  OF  A  TERM OF MEMBERSHIP OR DISSOLUTION AND LIQUI-
DATION UNDER ARTICLES 10 AND 11 OF THIS CHAPTER.
S 602. BY-LAWS.
  (A) THE INITIAL BY-LAWS OF A CORPORATION MAY BE ADOPTED BY ITS  INCOR-
PORATORS  AT  THE  ORGANIZATION  MEETING  AND,  IF NOT SO ADOPTED BY THE
INCORPORATORS, BY ITS BOARD. ANY REFERENCE IN THIS CHAPTER TO A  "BY-LAW
ADOPTED BY THE MEMBERS" INCLUDES A BY-LAW ADOPTED BY THE INCORPORATORS.
  (B)  SUBJECT  TO  SECTION  612  OF  THIS  ARTICLE,  THE BY-LAWS MAY BE
ADOPTED, AMENDED OR REPEALED BY THE MEMBERS AT THE TIME ENTITLED TO VOTE
IN THE ELECTION OF DIRECTORS  AND,  UNLESS  OTHERWISE  PROVIDED  IN  THE
CERTIFICATE  OF  INCORPORATION OR THE BY-LAWS ADOPTED BY THE MEMBERS, BY
THE BOARD.
  (C) BY-LAWS MAY BE AMENDED OR REPEALED BY A MAJORITY OF MEMBERS AT THE
TIME ENTITLED TO VOTE IN THE ELECTION OF ANY DIRECTORS. WHEN SO PROVIDED
IN THE CERTIFICATE OF INCORPORATION OR A BY-LAW ADOPTED BY THE  MEMBERS,
BY-LAWS MAY ALSO BE AMENDED OR REPEALED BY THE BOARD BY SUCH VOTE AS MAY
BE  THEREIN  SPECIFIED,  WHICH  MAY  BE  GREATER THAN THE VOTE OTHERWISE
PRESCRIBED BY THIS CHAPTER, BUT ANY BY-LAW ADOPTED BY THE BOARD  MAY  BE
AMENDED  OR  REPEALED  BY THE MEMBERS ENTITLED TO VOTE THEREON AS HEREIN
PROVIDED.  ANY REFERENCE IN THIS CHAPTER TO A  "BY-LAW  ADOPTED  BY  THE

S. 3755                            37

MEMBERS"  SHALL INCLUDE A BY-LAW ADOPTED BY THE INCORPORATOR OR INCORPO-
RATORS.
  (D) IN THE CASE OF A CORPORATION WHICH IS SUBJECT, UNDER ANY OTHER LAW
OF  THIS STATE, TO REGULATION OR CONTROL BY A GOVERNMENTAL BODY OR OFFI-
CER, SUCH BODY OR OFFICER MAY, TO THE EXTENT PROVIDED IN SUCH OTHER LAW,
IN FURTHERANCE OF ITS, HIS OR HER AUTHORITY TO REGULATE OR CONTROL:
  (1) ADOPT, AMEND OR REPEAL BY-LAWS.
  (2) AMEND OR REPEAL ANY BY-LAW ADOPTED BY THE MEMBERS OR THE BOARD.
  (E) IF ANY BY-LAW REGULATING AN IMPENDING  ELECTION  OF  DIRECTORS  IS
ADOPTED,  AMENDED  OR REPEALED BY THE BOARD, THERE SHALL BE SET FORTH IN
THE NOTICE OF THE NEXT MEETING OF THE MEMBERS FOR THE ELECTION OF DIREC-
TORS THE BY-LAW SO ADOPTED, AMENDED OR REPEALED, TOGETHER WITH A CONCISE
STATEMENT OF THE CHANGES MADE.
  (F) THE BY-LAWS MAY CONTAIN ANY PROVISION RELATING TO THE BUSINESS  OF
THE CORPORATION, THE CONDUCT OF ITS AFFAIRS, ITS RIGHTS OR POWERS OR THE
RIGHTS OR POWERS OF ITS MEMBERS, DIRECTORS OR OFFICERS, NOT INCONSISTENT
WITH  THIS CHAPTER OR ANY OTHER STATUTE OF THIS STATE OR THE CERTIFICATE
OF INCORPORATION.
S 603. MEETINGS OF MEMBERS.
  (A) MEETINGS OF MEMBERS MAY BE HELD AT SUCH PLACE, WITHIN  OR  WITHOUT
THIS STATE, AS MAY BE FIXED BY OR UNDER THE BY-LAWS OR, IF NOT SO FIXED,
AT THE OFFICE OF THE CORPORATION IN THIS STATE.
  (B)  A  MEETING OF THE MEMBERS SHALL BE HELD ANNUALLY FOR THE ELECTION
OF DIRECTORS AND THE TRANSACTION OF OTHER BUSINESS ON A DATE FIXED BY OR
UNDER THE BY-LAWS. FAILURE TO HOLD THE ANNUAL MEETING  ON  THE  DATE  SO
FIXED  OR TO ELECT A SUFFICIENT NUMBER OF DIRECTORS TO CONDUCT THE BUSI-
NESS OF THE CORPORATION SHALL NOT WORK A FORFEITURE OR  GIVE  CAUSE  FOR
DISSOLUTION  OF  THE CORPORATION, EXCEPT AS PROVIDED IN PARAGRAPH (A) OF
SECTION 1102 OF THIS CHAPTER.
  (C) SPECIAL MEETINGS OF THE MEMBERS MAY BE CALLED BY THE BOARD AND  BY
SUCH PERSON OR PERSONS AS MAY BE AUTHORIZED BY THE CERTIFICATE OF INCOR-
PORATION  OR THE BY-LAWS.  IN ANY CASE, SUCH MEETINGS MAY BE CONVENED BY
THE MEMBERS ENTITLED TO CAST TEN PERCENT OF THE TOTAL  NUMBER  OF  VOTES
ENTITLED  TO  BE  CAST  AT SUCH MEETING, WHO MAY, IN WRITING, DEMAND THE
CALL OF A SPECIAL MEETING SPECIFYING THE DATE AND MONTH  THEREOF,  WHICH
SHALL  NOT  BE  LESS THAN TWENTY (20) NOR MORE THAN SIXTY (60) DAYS FROM
THE DATE OF SUCH WRITTEN DEMAND. THE SECRETARY OF THE  CORPORATION  UPON
RECEIVING THE WRITTEN DEMAND SHALL PROMPTLY GIVE NOTICE OF SUCH MEETING,
OR IF THE SECRETARY FAILS TO DO SO WITHIN FIVE BUSINESS DAYS THEREAFTER,
ANY  MEMBER  SIGNING SUCH DEMAND MAY GIVE SUCH NOTICE. THE MEETING SHALL
BE HELD AT THE PLACE FIXED IN THE BY-LAWS OR, IF NOT SO  FIXED,  AT  THE
OFFICE OF THE CORPORATION.
  (D)  A  CORPORATION MAY PROVIDE IN ITS CERTIFICATE OF INCORPORATION OR
BY-LAWS ADOPTED BY THE MEMBERS FOR THE ELECTION  OF  REPRESENTATIVES  OR
DELEGATES,  WHO,  WHEN ASSEMBLED WITHIN OR WITHOUT THE STATE AS DIRECTED
BY THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, SHALL HAVE  AND  MAY
EXERCISE ALL OF THE POWERS, RIGHTS AND PRIVILEGES OF MEMBERS AT AN ANNU-
AL  MEETING.  WHEN  SO  EXERCISING  THE POWERS, RIGHTS AND PRIVILEGES OF
MEMBERS, SUCH REPRESENTATIVES OR  DELEGATES  SHALL  BE  SUBJECT  IN  ALL
RESPECTS TO THE PROVISIONS OF THIS CHAPTER GOVERNING MEMBERS.
  (E)  EXCEPT  AS  OTHERWISE  REQUIRED  BY THIS CHAPTER, THE BY-LAWS MAY
DESIGNATE REASONABLE PROCEDURES FOR THE CALLING AND CONDUCT OF A MEETING
OF MEMBERS, INCLUDED BUT NOT LIMITED TO SPECIFYING:
  (1) WHO MAY CALL AND WHO MAY CONDUCT THE MEETING;
  (2) THE MEANS BY WHICH THE ORDER OF BUSINESS TO BE CONDUCTED SHALL  BE
ESTABLISHED;

S. 3755                            38

  (3) THE PROCEDURES AND REQUIREMENTS FOR THE NOMINATION OF DIRECTORS;
  (4) THE PROCEDURES WITH RESPECT TO THE MAKING OF MEMBER PROPOSALS; AND
  (5)  THE PROCEDURES TO BE ESTABLISHED FOR THE ADJOURNMENT OF ANY MEET-
ING OF MEMBERS.
S 604. SPECIAL MEETING FOR ELECTION OF DIRECTORS.
  (A) IF, FOR A PERIOD OF ONE MONTH AFTER THE DATE FIXED BY OR UNDER THE
BY-LAWS FOR THE ANNUAL MEETING OF MEMBERS OR, IF NO  DATE  HAS  BEEN  SO
FIXED, FOR A PERIOD OF THIRTEEN MONTHS AFTER THE FORMATION OF THE CORPO-
RATION  OR THE LAST ANNUAL MEETING, THERE IS A FAILURE TO ELECT A SUFFI-
CIENT NUMBER OF DIRECTORS TO CONDUCT THE BUSINESS  OF  THE  CORPORATION,
THE BOARD SHALL CALL A SPECIAL MEETING FOR THE ELECTION OF DIRECTORS. IF
SUCH  SPECIAL  MEETING IS NOT CALLED BY THE BOARD WITHIN TWO WEEKS AFTER
THE EXPIRATION OF SUCH PERIOD OR IF IT IS SO CALLED BUT THERE IS A FAIL-
URE TO ELECT SUCH DIRECTORS FOR A PERIOD OF TWO MONTHS AFTER THE EXPIRA-
TION OF SUCH PERIOD, MEMBERS ENTITLED TO CAST ONE HUNDRED VOTES  OR  TEN
PERCENT  OF THE TOTAL NUMBER OF VOTES ENTITLED TO BE CAST IN AN ELECTION
OF DIRECTORS, WHICHEVER IS LESSER, MAY, IN WRITING, DEMAND THE CALL OF A
SPECIAL MEETING FOR THE ELECTION OF DIRECTORS SPECIFYING  THE  DATE  AND
MONTH  THEREOF,  WHICH  SHALL  NOT BE LESS THAN SIXTY (60) NOR MORE THAN
NINETY (90) DAYS FROM THE DATE OF SUCH WRITTEN DEMAND. THE SECRETARY  OF
THE  CORPORATION  UPON  RECEIVING THE WRITTEN DEMAND SHALL PROMPTLY GIVE
NOTICE OF SUCH MEETING OR, IF THE SECRETARY FAILS TO DO SO  WITHIN  FIVE
BUSINESS  DAYS  THEREAFTER, ANY MEMBER SIGNING SUCH DEMAND MAY GIVE SUCH
NOTICE. THE MEETING SHALL BE HELD AT THE PLACE FIXED IN THE BY-LAWS  OR,
IF NOT SO FIXED, AT THE OFFICE OF THE CORPORATION.
  (B)  AT  ANY  SUCH  SPECIAL  MEETING  CALLED ON THE DEMAND OF MEMBERS,
NOTWITHSTANDING SECTION 608 OF THIS ARTICLE, THE MEMBERS  ATTENDING,  IN
PERSON  OR  BY  PROXY,  AND ENTITLED TO VOTE IN AN ELECTION OF DIRECTORS
SHALL CONSTITUTE A QUORUM FOR THE PURPOSE OF ELECTING DIRECTORS, BUT NOT
FOR THE TRANSACTION OF ANY OTHER BUSINESS.
S 605. NOTICE OF MEETING OF MEMBERS.
  (A) WHENEVER UNDER THE PROVISIONS OF THIS CHAPTER MEMBERS ARE REQUIRED
OR PERMITTED TO TAKE ANY ACTION AT A MEETING, WRITTEN NOTICE SHALL STATE
THE PLACE, DATE AND HOUR OF THE MEETING AND,  UNLESS  IT  IS  AN  ANNUAL
MEETING,  INDICATE THAT IT IS BEING ISSUED BY OR AT THE DIRECTION OF THE
PERSON OR PERSONS CALLING THE MEETING. NOTICE OF A SPECIAL MEETING SHALL
ALSO STATE THE PURPOSE OR PURPOSES FOR  WHICH  THE  MEETING  IS  CALLED.
NOTICE OF ANY MEETING OF MEMBERS MAY BE WRITTEN OR ELECTRONIC. NOTICE OF
ANY  MEETING  SHALL BE GIVEN NOT FEWER THAN TEN (10) NOR MORE THAN SIXTY
(60) DAYS BEFORE THE DATE OF THE MEETING, PROVIDED, HOWEVER,  THAT  SUCH
NOTICE  MAY BE GIVEN BY THIRD CLASS MAIL NOT FEWER THAN TWENTY-FOUR (24)
NOR MORE THAN SIXTY (60) DAYS BEFORE THE DATE OF  THE  MEETING  TO  EACH
MEMBER ENTITLED TO VOTE AT SUCH MEETING. IF MAILED, SUCH NOTICE IS GIVEN
WHEN  DEPOSITED IN THE UNITED STATES MAIL, WITH POSTAGE THEREON PREPAID,
DIRECTED TO THE MEMBER AT THE ADDRESS THAT  APPEARS  ON  THE  RECORD  OF
MEMBERS,  OR,  IF  THE MEMBER SHALL HAVE FILED WITH THE SECRETARY OF THE
CORPORATION A WRITTEN REQUEST THAT  NOTICES  BE  MAILED  TO  SOME  OTHER
ADDRESS,  THEN  DIRECTED AT SUCH OTHER ADDRESS. IF TRANSMITTED ELECTRON-
ICALLY, SUCH NOTICE IS GIVEN WHEN DIRECTED TO  THE  MEMBER'S  ELECTRONIC
MAIL  ADDRESS  AS  SUPPLIED BY THE MEMBER TO THE SECRETARY OF THE CORPO-
RATION OR AS OTHERWISE DIRECTED PURSUANT TO THE  MEMBER'S  AUTHORIZATION
OR  INSTRUCTIONS.  AN  AFFIDAVIT OF THE SECRETARY OR OTHER PERSON GIVING
THE NOTICE OR OF A TRANSFER AGENT OF THE  CORPORATION  THAT  THE  NOTICE
REQUIRED  BY THIS SECTION HAS BEEN GIVEN SHALL, IN THE ABSENCE OF FRAUD,
BE PRIMA FACIE EVIDENCE OF THE FACTS THEREIN STATED. WHENEVER  A  CORPO-
RATION  HAS  MORE THAN FIVE HUNDRED MEMBERS, THE NOTICE MAY BE SERVED BY

S. 3755                            39

PUBLICATION, IN LIEU OF MAILING, IN A NEWSPAPER PUBLISHED IN THE  COUNTY
IN  THE  STATE  IN  WHICH  THE  PRINCIPAL  OFFICE  OF THE CORPORATION IS
LOCATED, ONCE A WEEK FOR THREE SUCCESSIVE WEEKS NEXT PRECEDING THE  DATE
OF THE MEETING.
  (B) WHEN A MEETING IS ADJOURNED TO ANOTHER TIME OR PLACE, IT SHALL NOT
BE  NECESSARY,  UNLESS THE BY-LAWS REQUIRE OTHERWISE, TO GIVE ANY NOTICE
OF THE ADJOURNED MEETING IF THE TIME AND PLACE TO WHICH THE  MEETING  IS
ADJOURNED  ARE  ANNOUNCED  AT  THE  MEETING  AT WHICH THE ADJOURNMENT IS
TAKEN, AND AT THE ADJOURNED MEETING ANY BUSINESS MAY BE TRANSACTED  THAT
MIGHT  HAVE BEEN TRANSACTED ON THE ORIGINAL DATE OF THE MEETING.  HOWEV-
ER, IF AFTER THE ADJOURNMENT THE BOARD FIXES A NEW RECORD DATE  FOR  THE
ADJOURNED  MEETING,  A NOTICE OF THE ADJOURNED MEETING SHALL BE GIVEN TO
EACH MEMBER OF RECORD ON THE NEW RECORD DATE ENTITLED  TO  NOTICE  UNDER
PARAGRAPH (A) OF THIS SECTION.
S 606. WAIVERS OF NOTICE.
  NOTICE OF MEETING NEED NOT BE GIVEN TO ANY MEMBER WHO SUBMITS A SIGNED
WAIVER  OF NOTICE, WHETHER BEFORE OR AFTER THE MEETING. WAIVER OF NOTICE
MAY BE WRITTEN OR ELECTRONIC. IF WRITTEN, THE WAIVER MUST BE EXECUTED BY
THE MEMBER OR THE MEMBER'S AUTHORIZED  OFFICER,  DIRECTOR,  EMPLOYEE  OR
AGENT  BY  SIGNING  SUCH  WAIVER  OR  CAUSING HIS OR HER SIGNATURE TO BE
AFFIXED TO SUCH WAIVER BY  ANY  REASONABLE  MEANS,  INCLUDING,  BUT  NOT
LIMITED  TO, FACSIMILE SIGNATURE. IF ELECTRONIC, THE TRANSMISSION OF THE
WAIVER MUST EITHER SET FORTH OR BE SUBMITTED WITH INFORMATION FROM WHICH
IT CAN REASONABLY BE DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED  BY
THE  MEMBER.  THE ATTENDANCE OF ANY MEMBER AT A MEETING, IN PERSON OR BY
PROXY, WITHOUT PROTESTING PRIOR TO THE CONCLUSION  OF  THE  MEETING  THE
LACK OF NOTICE OF SUCH MEETING, SHALL CONSTITUTE A WAIVER OF NOTICE.
S 607. LIST OR RECORD OF MEMBERS AT MEETINGS.
  A  LIST OR RECORD OF MEMBERS ENTITLED TO VOTE, CERTIFIED BY THE CORPO-
RATE OFFICER RESPONSIBLE FOR ITS PREPARATION OR  BY  A  TRANSFER  AGENT,
SHALL BE PRODUCED AT ANY MEETING OF MEMBERS UPON THE REQUEST THEREFOR OF
ANY  MEMBER  WHO  HAS  GIVEN WRITTEN NOTICE TO THE CORPORATION THAT SUCH
REQUEST WILL BE MADE AT LEAST TEN DAYS PRIOR TO  SUCH  MEETING.  IF  THE
RIGHT  TO VOTE AT ANY MEETING IS CHALLENGED, THE INSPECTORS OF ELECTION,
OR THE PERSON PRESIDING THEREAT, SHALL REQUIRE SUCH LIST  OR  RECORD  OF
MEMBERS  TO  BE  PRODUCED  AS EVIDENCE OF THE RIGHT OF THE PERSONS CHAL-
LENGED TO VOTE AT SUCH MEETING, AND ALL PERSONS  WHO  APPEAR  FROM  SUCH
LIST  OR  RECORD TO BE MEMBERS ENTITLED TO VOTE THEREAT MAY VOTE AT SUCH
MEETING.
S 608. QUORUM AT MEETING OF MEMBERS.
  (A) MEMBERS ENTITLED TO CAST A MAJORITY OF THE TOTAL NUMBER  OF  VOTES
ENTITLED  TO  BE  CAST THEREAT SHALL CONSTITUTE A QUORUM AT A MEETING OF
MEMBERS FOR THE TRANSACTION OF ANY BUSINESS, PROVIDED THAT WHEN A SPECI-
FIED ITEM OF BUSINESS IS REQUIRED TO BE VOTED ON BY A CLASS OF  MEMBERS,
VOTING  AS  A  CLASS,  MEMBERS  ENTITLED TO CAST A MAJORITY OF THE TOTAL
NUMBER OF VOTES ENTITLED TO BE CAST BY SUCH  CLASS  SHALL  CONSTITUTE  A
QUORUM FOR THE TRANSACTION OF SUCH SPECIFIED ITEMS OF BUSINESS.
  (B)  THE  CERTIFICATE  OF INCORPORATION OR THE BY-LAWS MAY PROVIDE FOR
ANY LESSER QUORUM NOT LESS THAN THE MEMBERS ENTITLED TO CAST ONE HUNDRED
VOTES OR ONE-TENTH OF THE TOTAL NUMBER OF VOTES  ENTITLED  TO  BE  CAST,
WHICHEVER IS LESSER, AND MAY, UNDER SECTION 615 OF THIS ARTICLE, PROVIDE
FOR A GREATER QUORUM.
  (C)  ACTION  TO  AMEND  THE CERTIFICATE OF INCORPORATION OR BY-LAWS TO
CONFORM TO PARAGRAPH (B) OF THIS SECTION MAY BE TAKEN AT A SPECIAL MEET-
ING OF MEMBERS AT WHICH THE QUORUM REQUIREMENTS APPLICABLE TO THE CORPO-

S. 3755                            40

RATION IMMEDIATELY PRIOR TO THE  EFFECTIVE  DATE  OF  THIS  CHAPTER  ARE
FULFILLED, BUT ACTION MAY BE TAKEN ONLY ONCE UNDER THIS PARAGRAPH.
  (D) THE MEMBERS PRESENT MAY ADJOURN THE MEETING DESPITE THE ABSENCE OF
A QUORUM.
  (E)  IF  FOR  ANY REASON IT HAS PROVED TO BE IMPRACTICAL OR IMPOSSIBLE
FOR A CORPORATION TO OBTAIN A QUORUM IN ORDER TO CONDUCT  A  MEETING  OF
ITS MEMBERS IN THE MANNER PRESCRIBED BY ITS CERTIFICATE OR BY-LAWS OR BY
STATUTE,  THEN UPON THE PETITION OF A DIRECTOR, OFFICER OR MEMBER TO THE
SUPREME COURT IN THE JUDICIAL DISTRICT WHERE THE OFFICE  OF  THE  CORPO-
RATION  IS  OR  WAS  LOCATED ON NOTICE TO THE ATTORNEY GENERAL OR BY THE
ATTORNEY GENERAL, THE SUPREME COURT MAY IN ITS DISCRETION DISPENSE  WITH
THE  REQUIREMENT  AS  TO  QUORUMS THAT WOULD OTHERWISE BE IMPOSED BY THE
CORPORATION'S CERTIFICATE OF INCORPORATION OR BY-LAWS OR BY STATUTE. THE
PETITION SHALL SET FORTH THE REASONABLE EFFORTS THE CORPORATION HAS MADE
TO OBTAIN A QUORUM,  INCLUDING  THE  MANNER  IN  WHICH  THE  CORPORATION
PROVIDED  NOTICE  TO  ITS  MEMBERS  OF PRIOR MEETINGS. THE SUPREME COURT
SHALL, IN AN ORDER ISSUED PURSUANT TO THIS SECTION, PROVIDE FOR A METHOD
OF NOTICE REASONABLY DESIGNED TO GIVE ACTUAL NOTICE TO ALL  PERSONS  WHO
WOULD  BE  ENTITLED  TO NOTICE OF A MEETING HELD PURSUANT TO THE CERTIF-
ICATE OF INCORPORATION OR BY-LAWS OR THE STATUTE,  WHETHER  OR  NOT  THE
METHOD  RESULTS  IN ACTUAL NOTICE TO ALL SUCH PERSONS OR CONFORMS TO THE
NOTICE REQUIREMENTS THAT WOULD OTHERWISE APPLY. IN  A  PROCEEDING  UNDER
THIS  SECTION  THE COURT MAY DETERMINE WHO ARE THE MEMBERS OF THE CORPO-
RATION.
S 609. PROXIES.
  (A) EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE  OF  INCORPORATION
OR THE BY-LAWS:
  (1)  EVERY  MEMBER  ENTITLED  TO  VOTE  AT  A MEETING OF MEMBERS OR TO
EXPRESS CONSENT OR DISSENT  WITHOUT  A  MEETING  MAY  AUTHORIZE  ANOTHER
PERSON OR PERSONS TO ACT BY PROXY.
  (2) NO PROXY SHALL BE VALID AFTER THE EXPIRATION OF ELEVEN MONTHS FROM
THE  DATE  THEREOF  UNLESS  OTHERWISE PROVIDED IN THE PROXY. EVERY PROXY
SHALL BE REVOCABLE AT THE PLEASURE OF THE MEMBER EXECUTING IT, EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION.
  (3) THE AUTHORITY OF THE HOLDER OF A PROXY TO ACT SHALL NOT BE REVOKED
BY THE INCOMPETENCE OR DEATH  OF  THE  MEMBER  WHO  EXECUTED  THE  PROXY
UNLESS,  BEFORE THE AUTHORITY IS EXERCISED, WRITTEN NOTICE OF AN ADJUDI-
CATION OF SUCH INCOMPETENCE OR OF SUCH DEATH IS RECEIVED BY  THE  CORPO-
RATE OFFICER RESPONSIBLE FOR MAINTAINING THE LIST OR RECORD OF MEMBERS.
  (4) EXCEPT WHEN OTHER PROVISION SHALL HAVE BEEN MADE BY WRITTEN AGREE-
MENT  BETWEEN  THE  PARTIES,  THE  RECORD HOLDER OF CAPITAL CERTIFICATES
WHICH HE OR SHE HOLDS AS PLEDGEE  OR  OTHERWISE  AS  SECURITY  OR  WHICH
BELONG  TO  ANOTHER, SHALL ISSUE TO THE PLEDGOR OR TO SUCH OWNER OF SUCH
CAPITAL CERTIFICATES, UPON DEMAND  THEREFOR  AND  PAYMENT  OF  NECESSARY
EXPENSES THEREOF, A PROXY TO VOTE OR TAKE OTHER ACTION THEREON.
  (5)  A  MEMBER SHALL NOT SELL HIS OR HER VOTE OR ISSUE A PROXY TO VOTE
TO ANY PERSON FOR ANY SUM OF MONEY  OR  ANYTHING  OF  VALUE,  EXCEPT  AS
AUTHORIZED IN THIS SECTION AND SECTION 619 OF THIS ARTICLE.
  (6)  A  PROXY  WHICH  IS ENTITLED "IRREVOCABLE PROXY" AND WHICH STATES
THAT IT IS IRREVOCABLE IS IRREVOCABLE WHEN IT IS  HELD  BY  ANY  OF  THE
FOLLOWING OR A NOMINEE OF ANY OF THE FOLLOWING:
  (A) A PLEDGEE.
  (B)  A  PERSON  WHO  HAS  PURCHASED  OR AGREED TO PURCHASE THE CAPITAL
CERTIFICATES.
  (C) A CREDITOR OR CREDITORS OF THE CORPORATION WHO EXTEND OR  CONTINUE
CREDIT  TO  THE  CORPORATION  IN CONSIDERATION OF THE PROXY IF THE PROXY

S. 3755                            41

STATES THAT IT WAS GIVEN IN CONSIDERATION OF SUCH EXTENSION OR CONTINUA-
TION OF CREDIT, THE AMOUNT THEREOF, AND THE NAME OF THE PERSON EXTENDING
OR CONTINUING CREDIT.
  (D)  A  PERSON WHO HAS CONTRACTED TO PERFORM SERVICES AS AN OFFICER OF
THE CORPORATION, IF A PROXY IS REQUIRED BY THE CONTRACT  OF  EMPLOYMENT,
IF  THE PROXY STATES THAT IT WAS GIVEN IN CONSIDERATION OF SUCH CONTRACT
OF EMPLOYMENT, THE NAME OF THE EMPLOYEE AND  THE  PERIOD  OF  EMPLOYMENT
CONTRACTED FOR.
  (E)  A PERSON DESIGNATED BY OR UNDER AN AGREEMENT UNDER SECTION 619 OF
THIS ARTICLE.
  (7) NOTWITHSTANDING A PROVISION IN A PROXY, STATING THAT IT IS  IRREV-
OCABLE, THE PROXY BECOMES REVOCABLE AFTER THE PLEDGE IS REDEEMED, OR THE
DEBT  OF  THE  CORPORATION IS PAID, OR THE PERIOD OF EMPLOYMENT PROVIDED
FOR IN THE CONTRACT OF EMPLOYMENT HAS TERMINATED, OR THE AGREEMENT UNDER
SECTION 619 OF THIS ARTICLE HAS TERMINATED; AND, IN A CASE PROVIDED  FOR
IN  CLAUSE  (C)  OR  (D)  OF SUBPARAGRAPH (6) OF THIS PARAGRAPH, BECOMES
REVOCABLE THREE YEARS AFTER THE DATE OF THE PROXY  OR  THE  END  OF  THE
PERIOD,  IF ANY, SPECIFIED THEREIN, WHICHEVER PERIOD IS LESS, UNLESS THE
PERIOD OF IRREVOCABILITY IS RENEWED FROM TIME TO TIME BY  THE  EXECUTION
OF  A  NEW IRREVOCABLE PROXY AS PROVIDED IN THIS SECTION. THIS PARAGRAPH
DOES NOT AFFECT THE DURATION OF A PROXY UNDER SUBPARAGRAPH (2)  OF  THIS
PARAGRAPH.
  (8)  A  PROXY  MAY  BE  REVOKED, NOTWITHSTANDING A PROVISION MAKING IT
IRREVOCABLE, BY A PURCHASER OF CAPITAL CERTIFICATES WITHOUT KNOWLEDGE OF
THE EXISTENCE OF THE PROVISION UNLESS THE EXISTENCE OF THE PROXY AND ITS
IRREVOCABILITY IS NOTED CONSPICUOUSLY ON THE FACE OR BACK OF THE CAPITAL
CERTIFICATE.
  (B) WITHOUT LIMITING THE MANNER IN WHICH A MEMBER MAY AUTHORIZE ANOTH-
ER PERSON OR PERSONS TO ACT AS PROXY PURSUANT TO PARAGRAPH (A)  OF  THIS
SECTION,  THE FOLLOWING SHALL CONSTITUTE A VALID MEANS BY WHICH A MEMBER
MAY GRANT SUCH AUTHORITY:
  (1) A MEMBER MAY EXECUTE  A  WRITING  AUTHORIZING  ANOTHER  PERSON  OR
PERSONS  TO ACT AS PROXY. EXECUTION MAY BE ACCOMPLISHED BY THE MEMBER OR
THE MEMBER'S AUTHORIZED OFFICER, DIRECTOR,  EMPLOYEE  OR  AGENT  SIGNING
SUCH WRITING OR CAUSING HIS OR HER SIGNATURE TO BE AFFIXED TO SUCH WRIT-
ING  BY ANY REASONABLE MEANS INCLUDING, BUT NOT LIMITED TO, BY FACSIMILE
SIGNATURE.
  (2) A MEMBER MAY AUTHORIZE ANOTHER PERSON OR PERSONS TO  ACT  FOR  THE
MEMBER  AS  PROXY  BY  TRANSMITTING OR AUTHORIZING THE TRANSMISSION OF A
TELEGRAM, CABLEGRAM OR OTHER MEANS OF  ELECTRONIC  TRANSMISSION  TO  THE
PERSON  WHO  WILL  BE THE HOLDER OF THE PROXY OR TO A PROXY SOLICITATION
FIRM, PROXY SUPPORT SERVICE ORGANIZATION OR LIKE AGENT  DULY  AUTHORIZED
BY THE PERSON WHO WILL BE THE HOLDER OF THE PROXY TO RECEIVE SUCH TRANS-
MISSION,  PROVIDED  THAT  ANY SUCH TELEGRAM, CABLEGRAM OR OTHER MEANS OF
ELECTRONIC TRANSMISSION SHALL EITHER SET  FORTH  OR  BE  SUBMITTED  WITH
INFORMATION  FROM  WHICH  IT CAN BE REASONABLY DETERMINED THAT THE TELE-
GRAM, CABLEGRAM OR OTHER ELECTRONIC TRANSMISSION WAS AUTHORIZED  BY  THE
MEMBER.  IF  IT  IS  DETERMINED THAT SUCH TELEGRAMS, CABLEGRAMS OR OTHER
ELECTRONIC TRANSMISSIONS ARE VALID, THE INSPECTORS OR, IF THERE  ARE  NO
INSPECTORS,  SUCH  OTHER PERSONS MAKING THAT DETERMINATION SHALL SPECIFY
THE NATURE OF THE INFORMATION UPON WHICH THEY RELIED.
  (C) ANY COPY, FACSIMILE TELECOMMUNICATION OR  OTHER  RELIABLE  REPROD-
UCTION  OF THE WRITING OR TRANSMISSION CREATED PURSUANT TO PARAGRAPH (B)
OF THIS SECTION MAY BE SUBSTITUTED OR USED IN LIEU OF THE ORIGINAL WRIT-
ING OR TRANSMISSION FOR ANY AND ALL  PURPOSES  FOR  WHICH  THE  ORIGINAL
WRITING  OR TRANSMISSION COULD BE USED, PROVIDED THAT SUCH COPY, FACSIM-

S. 3755                            42

ILE TELECOMMUNICATION OR OTHER REPRODUCTION SHALL BE A COMPLETE  REPROD-
UCTION OF THE ENTIRE ORIGINAL WRITING OR TRANSMISSION.
S 610. SELECTION OF INSPECTORS AT MEETING OF MEMBERS; DUTIES.
  (A)  IF THE BY-LAWS REQUIRE INSPECTORS AT ANY MEETING OF MEMBERS, SUCH
REQUIREMENT IS WAIVED UNLESS COMPLIANCE  THEREWITH  IS  REQUESTED  BY  A
MEMBER  PRESENT IN PERSON OR BY PROXY AND ENTITLED TO VOTE AT SUCH MEET-
ING. UNLESS OTHERWISE PROVIDED IN THE BY-LAWS, THE BOARD, IN ADVANCE  OF
ANY MEETING OF MEMBERS, MAY APPOINT ONE OR MORE INSPECTORS TO ACT AT THE
MEETING  OR ANY ADJOURNMENT THEREOF. IF INSPECTORS ARE NOT SO APPOINTED,
THE PERSON PRESIDING AT A MEETING OF MEMBERS MAY, AND ON THE REQUEST  OF
ANY  MEMBER  ENTITLED TO VOTE THEREAT SHALL, APPOINT ONE OR MORE INSPEC-
TORS. IN CASE ANY PERSON APPOINTED FAILS TO APPEAR OR ACT,  THE  VACANCY
MAY BE FILLED BY APPOINTMENT MADE BY THE BOARD IN ADVANCE OF THE MEETING
OR  AT  THE  MEETING  BY  THE  PERSON PRESIDING THEREAT. EACH INSPECTOR,
BEFORE ENTERING UPON THE DISCHARGE OF THE  DUTIES  OF  INSPECTOR,  SHALL
TAKE  AND  SIGN AN OATH FAITHFULLY TO EXECUTE THE DUTIES OF INSPECTOR AT
SUCH MEETING WITH STRICT IMPARTIALITY AND ACCORDING TO THE BEST OF  SUCH
INSPECTOR'S  ABILITY.  THE  TERM  "INSPECTOR"  AS USED HEREIN INCLUDES A
PERSON PERFORMING THE FUNCTION OF AN INSPECTOR, WHETHER OR NOT SO DENOM-
INATED BY THE CORPORATION.
  (B) THE INSPECTORS SHALL DETERMINE THE NUMBER  OF  MEMBERSHIP  CERTIF-
ICATES  OR  CARDS  AND  CAPITAL  CERTIFICATES OUTSTANDING AND THE VOTING
POWER OF EACH, THE CERTIFICATES AND CARDS REPRESENTED  AT  THE  MEETING,
THE EXISTENCE OF A QUORUM, THE VALIDITY AND EFFECT OF PROXIES, AND SHALL
RECEIVE  VOTES,  BALLOTS OR CONSENTS, HEAR AND DETERMINE ALL CHALLENGES,
AND QUESTIONS ARISING IN CONNECTION WITH THE RIGHT TO  VOTE,  COUNT  AND
TABULATE  ALL  VOTES,  BALLOTS OR CONSENTS, DETERMINE THE RESULT, AND DO
SUCH ACTS AS ARE PROPER TO CONDUCT THE ELECTION OR VOTE WITH FAIRNESS TO
ALL MEMBERS. ON REQUEST OF THE PERSON PRESIDING AT THE  MEETING  OR  ANY
MEMBERS  ENTITLED TO VOTE THEREAT, THE INSPECTORS SHALL MAKE A REPORT IN
WRITING OF ANY CHALLENGE, QUESTION OR  MATTER  DETERMINED  BY  THEM  AND
EXECUTE  A  CERTIFICATE OF ANY FACT FOUND BY THEM. ANY REPORT OR CERTIF-
ICATE MADE BY THEM SHALL BE PRIMA FACIE EVIDENCE OF THE FACTS STATED AND
OF THE VOTE AS CERTIFIED BY THEM.
  (C) IN DETERMINING THE VALIDITY AND COUNTING OF PROXIES,  BALLOTS  AND
CONSENTS,  THE INSPECTORS, IF ANY, SHALL BE LIMITED TO AN EXAMINATION OF
THE PROXIES, ANY ENVELOPES SUBMITTED WITH THOSE  PROXIES  AND  CONSENTS,
ANY  INFORMATION PROVIDED IN ACCORDANCE WITH SECTION 609 OF THIS ARTICLE
(PROXIES), BALLOTS AND THE REGULAR BOOKS AND RECORDS OF THE CORPORATION,
EXCEPT THAT THE INSPECTORS MAY CONSIDER OTHER RELIABLE  INFORMATION  FOR
THE LIMITED PURPOSE OF RECONCILING PROXIES, BALLOTS AND CONSENTS. IF THE
INSPECTORS  CONSIDER  OTHER RELIABLE INFORMATION FOR THE LIMITED PURPOSE
PERMITTED HEREIN, THE INSPECTORS AT THE TIME  THEY  MAKE  THEIR  CERTIF-
ICATION  PURSUANT  TO  PARAGRAPH  (A)  OF THIS SECTION SHALL SPECIFY THE
PRECISE INFORMATION CONSIDERED BY THEM INCLUDING THE PERSON  OR  PERSONS
FROM  WHOM  THEY  OBTAINED  THE  INFORMATION,  WHEN  THE INFORMATION WAS
OBTAINED, THE MEANS BY WHICH THE INFORMATION WAS OBTAINED AND THE  BASIS
FOR THE INSPECTORS' BELIEF THAT SUCH INFORMATION IS RELIABLE.
  (D)  THE DATE AND TIME (WHICH NEED NOT BE A PARTICULAR TIME OF DAY) OF
THE OPENING AND THE CLOSING OF THE POLLS FOR EACH MATTER UPON WHICH  THE
MEMBERS  WILL VOTE AT A MEETING SHALL BE ANNOUNCED BY THE PERSON PRESID-
ING AT THE MEETING AT THE BEGINNING OF THE MEETING AND, IF NO  DATE  AND
TIME  IS  SO ANNOUNCED, THE POLLS SHALL CLOSE AT THE END OF THE MEETING,
INCLUDING ANY ADJOURNMENT THEREOF. NO BALLOT, PROXY OR CONSENT, NOR  ANY
REVOCATION  THEREOF OR CHANGES THERETO, SHALL BE ACCEPTED BY THE INSPEC-
TORS AFTER THE CLOSING OF POLLS IN ACCORDANCE WITH SECTION 605  OF  THIS

S. 3755                            43

ARTICLE UNLESS THE SUPREME COURT AT A SPECIAL TERM HELD WITHIN THE JUDI-
CIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED UPON APPLI-
CATION BY A MEMBER SHALL DETERMINE OTHERWISE.
S 611. QUALIFICATION  OF  VOTERS; FIXING RECORD DATE TO DETERMINE ELIGI-
         BILITY TO VOTE; VOTING ENTITLEMENT.
  (A) THE BY-LAWS MAY PROVIDE OR, IN THE ABSENCE OF SUCH PROVISION,  THE
BOARD  MAY FIX, IN ADVANCE, A DATE AS THE RECORD DATE FOR THE PURPOSE OF
DETERMINING THE MEMBERS ENTITLED TO NOTICE OF ANY MEETING OF MEMBERS  OR
ANY  ADJOURNMENT  THEREOF. SUCH RECORD DATE SHALL NOT BE MORE THAN FIFTY
NOR LESS THAN TEN DAYS BEFORE THE DATE OF THE MEETING.
  (B) ANY MEMBER IN GOOD STANDING, OTHERWISE ELIGIBLE TO VOTE, IS  ENTI-
TLED  TO VOTE AT ANY MEETING OF MEMBERS, EXCEPT THAT, IF THE CERTIFICATE
OF INCORPORATION OR THE BY-LAWS SO PROVIDE, THE BY-LAWS MAY PROVIDE  OR,
IN THE ABSENCE OF SUCH PROVISION, THE BOARD MAY FIX A DATE AS THE RECORD
DATE  FOR THE PURPOSE OF DETERMINING THE MEMBERS ENTITLED TO VOTE AT ANY
MEETING OF MEMBERS OR ANY ADJOURNMENT THEREOF, OR TO EXPRESS CONSENT  TO
OR  DISSENT  FROM  ANY PROPOSAL WITHOUT A MEETING, OR FOR THE PURPOSE OF
DETERMINING MEMBERS ENTITLED TO RECEIVE ANY DISTRIBUTION OR  THE  ALLOT-
MENT  OF  ANY  RIGHTS,  OR  FOR  THE  PURPOSE OF ANY OTHER ACTION BY THE
MEMBERS. SUCH RECORD DATE SHALL NOT BE MORE THAN FIFTY NOR LESS THAN TEN
DAYS BEFORE THE DATE OF THE MEETING.
  (C) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS PROVIDE  FOR  A
RECORD  DATE,  AS  AUTHORIZED  BY  PARAGRAPH (B) OF THIS SECTION, AND NO
RECORD DATE IS FIXED:
  (1) THE RECORD DATE FOR  THE  DETERMINATION  OF  MEMBERS  ENTITLED  TO
NOTICE  OF  OR  TO VOTE AT A MEETING OF MEMBERS SHALL BE AT THE CLOSE OF
BUSINESS ON THE DAY NEXT PRECEDING THE DAY ON WHICH NOTICE IS GIVEN, OR,
IF NO NOTICE IS GIVEN, THE DAY ON WHICH THE MEETING IS HELD.
  (2) THE RECORD DATE FOR DETERMINING MEMBERS FOR ANY PURPOSE OTHER THAN
THAT SPECIFIED IN SUBPARAGRAPH (1) OF THIS PARAGRAPH  SHALL  BE  AT  THE
CLOSE OF BUSINESS ON THE DAY ON WHICH THE RESOLUTION OF THE BOARD RELAT-
ING THERETO IS ADOPTED.
  (D) WHEN A DETERMINATION OF MEMBERS OF RECORD ENTITLED TO NOTICE OF OR
TO  VOTE  AT  ANY  MEETING  OF MEMBERS HAS BEEN MADE AS PROVIDED IN THIS
SECTION, SUCH DETERMINATION SHALL  APPLY  TO  ANY  ADJOURNMENT  THEREOF,
UNLESS  THE  BOARD  FIXES  A  NEW RECORD DATE UNDER THIS SECTION FOR THE
ADJOURNED MEETING.
  (E) IN ANY CASE IN WHICH A MEMBER IS  ENTITLED  TO  VOTE,  THE  MEMBER
SHALL  HAVE  NO  MORE THAN, NOR LESS THAN, ONE VOTE; EXCEPT AS OTHERWISE
PROVIDED IN THE CERTIFICATE OF INCORPORATION OF A  CORPORATION  THAT  IS
NOT  ORGANIZED  FOR  CHARITABLE  PURPOSES;  PROVIDED, HOWEVER, THAT IF A
CORPORATION HAS AN ORGANIZATION AS A MEMBER, THE CERTIFICATE OF INCORPO-
RATION MAY PROVIDE THAT SUCH ORGANIZATION SHALL  BE  ENTITLED  TO  VOTES
SUBSTANTIALLY  PROPORTIONATE  TO  ITS  MEMBERSHIP. ANY REFERENCE IN THIS
CHAPTER TO CORPORATE ACTION BY A MAJORITY OR OTHER PERCENTAGE OF MEMBERS
SHALL BE CONSTRUED TO MEAN THAT PERCENTAGE OF VOTES WITH  RESPECT  TO  A
CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OR  BY-LAWS  OF  WHICH
PROVIDES FOR MORE OR LESS THAN ONE VOTE PER MEMBER.
S 612. LIMITATIONS ON RIGHT TO VOTE.
  THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS  MAY  PROVIDE,  EITHER
ABSOLUTELY  OR  CONTINGENTLY, THAT THE MEMBERS OF ANY CLASS SHALL NOT BE
ENTITLED TO VOTE, OR IT MAY LIMIT OR DEFINE  THE  MATTERS  ON,  AND  THE
CIRCUMSTANCES IN, WHICH A MEMBER OR A CLASS OF MEMBERS SHALL BE ENTITLED
TO  VOTE,  AND,  EXCEPT  AS  OTHERWISE  PROVIDED  IN  THIS CHAPTER, SUCH
PROVISIONS OF THE CERTIFICATE OF  INCORPORATION  OR  THE  BY-LAWS  SHALL
PREVAIL,  ACCORDING  TO  THEIR  TENOR,  IN  ALL  ELECTIONS  AND  IN  ALL

S. 3755                            44

PROCEEDINGS, OVER THE PROVISIONS OF THIS  CHAPTER  WHICH  AUTHORIZE  ANY
ACTION  BY  THE MEMBERS, BUT NO SUCH DENIAL, LIMITATION OR DEFINITION OF
VOTING RIGHTS SHALL BE EFFECTIVE UNLESS AT THE TIME ONE OR MORE  CLASSES
OF  MEMBERS,  SINGLY  OR  IN  THE AGGREGATE, ARE ENTITLED TO FULL VOTING
RIGHTS.
S 613. VOTE OF MEMBERS.
  (A) EXCEPT AS OTHERWISE REQUIRED BY THIS CHAPTER OR BY THE CERTIFICATE
OF INCORPORATION OR THE BY-LAWS AS PERMITTED BY THIS CHAPTER,  DIRECTORS
SHALL  BE  ELECTED  BY  A  PLURALITY  OF  THE VOTES CAST AT A MEETING OF
MEMBERS BY THE MEMBERS ENTITLED TO VOTE IN THE ELECTION.
  (B) WHENEVER ANY CORPORATE ACTION, OTHER THAN THE ELECTION  OF  DIREC-
TORS,  IS  TO  BE  TAKEN  UNDER  THIS CHAPTER BY VOTE OF THE MEMBERS, IT
SHALL, EXCEPT AS OTHERWISE REQUIRED BY THIS CHAPTER OR  BY  THE  CERTIF-
ICATE OF INCORPORATION OR AS PERMITTED BY THIS CHAPTER OR BY THE SPECIF-
IC  PROVISIONS  OF  A  BY-LAW ADOPTED BY THE MEMBERS, BE AUTHORIZED BY A
MAJORITY OF THE VOTES CAST AT A MEETING OF MEMBERS BY THE MEMBERS  ENTI-
TLED TO VOTE THEREON.
  (C) EXCEPT AS PROVIDED IN PARAGRAPH (B) OF THIS SECTION, ANY REFERENCE
IN THIS CHAPTER TO CORPORATE ACTION AT A MEETING OF MEMBERS BY "MAJORITY
VOTE"  OR "TWO-THIRDS VOTE" SHALL REQUIRE THE ACTION TO BE TAKEN BY SUCH
PROPORTION OF THE VOTES CAST AT SUCH MEETING, PROVIDED THAT THE AFFIRMA-
TIVE VOTES CAST IN FAVOR OF ANY SUCH ACTION SHALL BE AT LEAST  EQUAL  TO
THE  QUORUM.  BLANK  VOTES  OR  ABSTENTIONS  SHALL NOT BE COUNTED IN THE
NUMBER OF VOTES CAST.
S 614. ACTION BY MEMBERS WITHOUT A MEETING.
  (A) WHENEVER, UNDER THIS CHAPTER, MEMBERS ARE REQUIRED OR PERMITTED TO
TAKE ANY ACTION BY VOTE, SUCH ACTION MAY BE TAKEN WITHOUT A  MEETING  ON
WRITTEN CONSENT, SETTING FORTH THE ACTION SO TAKEN, SIGNED BY ALL OF THE
MEMBERS  ENTITLED  TO  VOTE  THEREON; OR, IF THE CERTIFICATE OF INCORPO-
RATION SO PERMITS, SIGNED BY THOSE MEMBERS  HAVING  NOT  LESS  THAN  THE
MINIMUM  NUMBER  OF  VOTES  THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE
SUCH ACTION AT A MEETING AT WHICH ALL MEMBERS ENTITLED TO  VOTE  THEREON
WERE  PRESENT AND VOTED.  THIS PARAGRAPH SHALL NOT BE CONSTRUED TO ALTER
OR MODIFY ANY PROVISION IN A CERTIFICATE OF INCORPORATION NOT INCONSIST-
ENT WITH THIS CHAPTER UNDER WHICH THE WRITTEN CONSENT OF LESS  THAN  ALL
OF THE MEMBERS IS SUFFICIENT FOR CORPORATE ACTION.
  (B)  PROMPT  NOTICE  OF ANY CORPORATE ACTION WITHOUT A MEETING BY LESS
THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE MEMBERS WHO  HAVE
NOT CONSENTED IN WRITING.
  (C) WRITTEN CONSENT THUS GIVEN BY MEMBERS PROVIDED IN PARAGRAPH (A) OF
THIS  SECTION  SHALL  HAVE  THE SAME EFFECT AS A VOTE OF MEMBERS AND ANY
CERTIFICATE WITH RESPECT TO THE AUTHORIZATION  OR  TAKING  OF  ANY  SUCH
ACTION  WHICH  IS DELIVERED TO THE DEPARTMENT OF STATE SHALL RECITE THAT
THE AUTHORIZATION WAS BY WRITTEN CONSENT.
  (D) WHEN THERE ARE NO MEMBERS, SUCH ACTION MAY BE TAKEN ON THE WRITTEN
CONSENT SIGNED BY A MAJORITY IN INTEREST OF THE SUBSCRIBERS FOR  CAPITAL
CERTIFICATES  WHOSE SUBSCRIPTIONS HAVE BEEN ACCEPTED OR THEIR SUCCESSORS
IN INTEREST OR, IF NO SUBSCRIPTION HAS BEEN  ACCEPTED,  ON  THE  WRITTEN
CONSENT  SIGNED  BY  THE DIRECTORS OR MAJORITY OF DIRECTORS OR, IF THERE
ARE NO DIRECTORS, BY THE INCORPORATOR OR A MAJORITY  OF  THE  INCORPORA-
TORS.  WHEN  THERE  ARE TWO OR MORE INCORPORATORS, IF ANY DIES OR IS FOR
ANY REASON UNABLE TO ACT, THE OTHER OR OTHERS MAY ACT. IF  THERE  IS  NO
INCORPORATOR ABLE TO ACT, ANY PERSON FOR WHOM AN INCORPORATOR WAS ACTING
AS  AGENT MAY ACT IN HIS OR HER STEAD, OR IF SUCH OTHER PERSON ALSO DIES
OR IS FOR ANY REASON UNABLE TO ACT, HIS OR HER LEGAL REPRESENTATIVE  MAY
ACT.

S. 3755                            45

S 615. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF MEMBERS.
  (A)  THE  CERTIFICATE  OF  INCORPORATION  OR  A  BY-LAW ADOPTED BY THE
MEMBERS MAY CONTAIN PROVISIONS SPECIFYING EITHER OR BOTH OF THE  FOLLOW-
ING:
  (1)  THAT THE PROPORTION OF VOTES OF MEMBERS, OR THE PROPORTION OF THE
VOTES OF A CLASS THEREOF, WHO SHALL BE PRESENT IN PERSON OR BY PROXY  AT
ANY  MEETING  OF  MEMBERS,  INCLUDING  A SPECIAL MEETING FOR ELECTION OF
DIRECTORS UNDER SECTION 604 OF THIS ARTICLE, IN ORDER  TO  CONSTITUTE  A
QUORUM  FOR  THE TRANSACTION OF ANY BUSINESS OR OF ANY SPECIFIED ITEM OF
BUSINESS, INCLUDING AMENDMENTS  TO  THE  CERTIFICATE  OF  INCORPORATION,
SHALL  BE  GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER IN THE
ABSENCE OF SUCH PROVISION.
  (2) THAT THE PROPORTION OF VOTES OF THE MEMBERS, OR THE PROPORTION  OF
THE  VOTES OF A CLASS THEREOF, THAT SHALL BE NECESSARY AT ANY MEETING OF
MEMBERS FOR THE TRANSACTION OF ANY BUSINESS OR OF ANY SPECIFIED ITEM  OF
BUSINESS,  INCLUDING  AMENDMENTS  TO  THE  CERTIFICATE OF INCORPORATION,
SHALL BE GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER  IN  THE
ABSENCE OF SUCH PROVISION.
  (B)  AN  AMENDMENT  OF  THE  CERTIFICATE  OF INCORPORATION OR A BY-LAW
ADOPTED BY THE MEMBERS WHICH ADDS A PROVISION PERMITTED BY THIS  SECTION
OR WHICH CHANGES OR STRIKES OUT SUCH A PROVISION, SHALL BE AUTHORIZED AT
A  MEETING OF MEMBERS BY VOTE OF THE MEMBERS ENTITLED TO CAST TWO-THIRDS
OF THE TOTAL NUMBER OF VOTES ENTITLED TO BE CAST  THEREON,  OR  OF  SUCH
GREATER  PROPORTION OF SUCH TOTAL NUMBER OF VOTES OR THE TOTAL NUMBER OF
VOTES OF A CLASS, AS MAY BE PROVIDED SPECIFICALLY IN THE CERTIFICATE  OF
INCORPORATION OR A BY-LAW ADOPTED BY THE MEMBERS FOR ADDING, CHANGING OR
STRIKING OUT A PROVISION PERMITTED BY THIS SECTION.
  (C)  IF  THE  CERTIFICATE  OF INCORPORATION OR A BY-LAW ADOPTED BY THE
MEMBERS CONTAINS A PROVISION AUTHORIZED BY THIS SECTION,  THE  EXISTENCE
OF  SUCH  PROVISION  SHALL BE NOTED CONSPICUOUSLY ON THE FACE OR BACK OF
EVERY MEMBERSHIP CERTIFICATE OR CARD OR  CAPITAL  CERTIFICATE,  IF  ANY,
ISSUED BY SUCH CORPORATION.
S 616. VOTING BY CLASS OF MEMBERS.
  (A)  THE  CERTIFICATE  OF  INCORPORATION  OR  THE  BY-LAWS MAY CONTAIN
PROVISIONS SPECIFYING THAT ANY CLASS OR CLASSES OF MEMBERS SHALL VOTE AS
A CLASS IN CONNECTION WITH THE TRANSACTION OF ANY  BUSINESS  OR  OF  ANY
SPECIFIED ITEM OF BUSINESS AT A MEETING OF MEMBERS, INCLUDING AMENDMENTS
TO THE CERTIFICATE OF INCORPORATION.
  (B) WHERE VOTING AS A CLASS IS PROVIDED IN THE CERTIFICATE OF INCORPO-
RATION OR THE BY-LAWS, IT SHALL BE BY THE PROPORTIONATE VOTE SO PROVIDED
OR,  IF NO PROPORTIONATE VOTE IS PROVIDED, IN THE ELECTION OF DIRECTORS,
BY A PLURALITY OF THE VOTES CAST AT SUCH MEETING BY THE MEMBERS OF  SUCH
CLASS  ENTITLED  TO  VOTE  IN  THE  ELECTION, OR FOR ANY OTHER CORPORATE
ACTION, BY A MAJORITY OF THE VOTES CAST AT SUCH MEETING BY  THE  MEMBERS
OF SUCH CLASS ENTITLED TO VOTE THEREON.
  (C)  SUCH  VOTING  BY  CLASS  SHALL  BE IN ADDITION TO ANY OTHER VOTE,
INCLUDING VOTE BY CLASS, REQUIRED BY THIS CHAPTER OR BY THE  CERTIFICATE
OF INCORPORATION OR THE BY-LAWS AS PERMITTED BY THIS CHAPTER.
S 617. CUMULATIVE VOTING.
  THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS OF ANY CORPORATION MAY
PROVIDE  THAT  IN  ALL  ELECTIONS  OF DIRECTORS OF SUCH CORPORATION EACH
MEMBER SHALL BE ENTITLED TO AS MANY VOTES AS SHALL EQUAL THE  NUMBER  OF
VOTES  WHICH,  EXCEPT  FOR SUCH PROVISIONS AS TO CUMULATIVE VOTING, SUCH
MEMBER WOULD BE ENTITLED TO CAST FOR THE ELECTION  OF  DIRECTORS  MULTI-
PLIED BY THE NUMBER OF DIRECTORS TO BE ELECTED, AND THAT SUCH MEMBER MAY
CAST  ALL  OF  SUCH  VOTES  FOR A SINGLE DIRECTOR OR MAY DISTRIBUTE THEM

S. 3755                            46

AMONG THE NUMBER TO BE VOTED FOR, OR FOR ANY TWO OR  MORE  OF  THEM,  AS
SUCH  MEMBER  MAY  SEE FIT, WHICH RIGHT, WHEN EXERCISED, SHALL BE TERMED
CUMULATIVE VOTING.
S 618. POWER OF SUPREME COURT RESPECTING ELECTIONS.
  UPON  THE  PETITION  OF  ANY  MEMBER AGGRIEVED BY AN ELECTION AND UPON
NOTICE TO THE PERSONS DECLARED ELECTED THEREAT, THE CORPORATION AND SUCH
OTHER PERSONS AS THE COURT MAY DIRECT, THE SUPREME COURT  AT  A  SPECIAL
TERM  HELD  WITHIN  THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPO-
RATION IS LOCATED SHALL FORTHWITH HEAR THE PROOFS AND ALLEGATIONS OF THE
PARTIES, AND CONFIRM THE ELECTION, ORDER A NEW ELECTION,  OR  TAKE  SUCH
OTHER ACTION AS JUSTICE MAY REQUIRE.
S 619. AGREEMENTS BY MEMBERS AS TO VOTING.
  AN  AGREEMENT BETWEEN TWO OR MORE MEMBERS, IF IN WRITING AND SIGNED BY
THE PARTIES THERETO, MAY PROVIDE THAT IN EXERCISING THEIR VOTING  RIGHTS
AS MEMBERS THEY SHALL VOTE AS THEREIN PROVIDED, OR AS THEY MAY AGREE, OR
AS DETERMINED IN ACCORDANCE WITH A PROCEDURE AGREED UPON BY THEM.
S 620. PREEMPTIVE RIGHTS.
  THERE  SHALL BE NO PREEMPTIVE RIGHTS IN RELATION TO MEMBERSHIP CERTIF-
ICATES OR CARDS, CAPITAL CERTIFICATES, OR BONDS. IN THE  CASE  OF  BONDS
HAVING LAWFUL VOTING RIGHTS, THIS SECTION SHALL NOT INVALIDATE OTHERWISE
VALID CONTRACT PROVISIONS DESIGNED TO PROTECT SUCH VOTING RIGHTS.
S 621. BOOKS AND RECORDS; RIGHT OF INSPECTION; PRIMA FACIE EVIDENCE.
  (A) EXCEPT AS OTHERWISE PROVIDED HEREIN, EVERY CORPORATION SHALL KEEP,
AT THE OFFICE OF THE CORPORATION, CORRECT AND COMPLETE BOOKS AND RECORDS
OF  ACCOUNT  AND  MINUTES  OF  THE PROCEEDINGS OF ITS MEMBERS, BOARD AND
EXECUTIVE COMMITTEE, IF ANY, AND SHALL KEEP AT SUCH  OFFICE  OR  AT  THE
OFFICE  OF  ITS  TRANSFER  AGENT  OR  REGISTRAR IN THIS STATE, A LIST OR
RECORD CONTAINING THE NAMES AND ADDRESSES OF ALL MEMBERS, THE  CLASS  OR
CLASSES  OF MEMBERSHIP OR CAPITAL CERTIFICATES AND THE NUMBER OF CAPITAL
CERTIFICATES HELD BY EACH AND THE DATES WHEN  THEY  RESPECTIVELY  BECAME
THE  HOLDERS  OF  RECORD  THEREOF.  A CORPORATION MAY KEEP ITS BOOKS AND
RECORDS OF ACCOUNT IN AN OFFICE OF THE CORPORATION WITHOUT THE STATE, AS
SPECIFIED IN ITS CERTIFICATE OF  INCORPORATION.  ANY  OF  THE  FOREGOING
BOOKS,  MINUTES  AND RECORDS MAY BE IN WRITTEN FORM OR IN ANY OTHER FORM
CAPABLE OF BEING CONVERTED INTO WRITTEN FORM WITHIN A REASONABLE TIME.
  (B) ANY MEMBER, UPON AT LEAST FIVE DAYS WRITTEN DEMAND SHALL HAVE  THE
RIGHT  TO  EXAMINE IN PERSON OR BY AGENT OR ATTORNEY, DURING USUAL BUSI-
NESS HOURS, ITS MINUTES OF THE PROCEEDINGS OF ITS MEMBERS  AND  LIST  OR
RECORD  OF  MEMBERS  AND  TO  MAKE  EXTRACTS  THEREFROM.  A  CORPORATION
REQUESTED TO PROVIDE INFORMATION PURSUANT TO THIS PARAGRAPH  SHALL  MAKE
AVAILABLE  SUCH  INFORMATION  IN WRITTEN FORM AND IN ANY OTHER FORMAT IN
WHICH SUCH INFORMATION IS MAINTAINED BY THE CORPORATION AND SHALL NOT BE
REQUIRED TO PROVIDE SUCH INFORMATION IN ANY OTHER FORMAT.
  (C) AN INSPECTION AUTHORIZED BY PARAGRAPH (B) OF THIS SECTION  MAY  BE
DENIED  TO  SUCH MEMBER UPON HIS OR HER REFUSAL TO FURNISH TO THE CORPO-
RATION,  ITS  TRANSFER  AGENT  OR  REGISTRAR  AN  AFFIDAVIT  THAT   SUCH
INSPECTION IS NOT DESIRED AND WILL NOT BE USED FOR A PURPOSE WHICH IS IN
THE  INTEREST  OF  A  BUSINESS  OR OBJECT OTHER THAN THE BUSINESS OF THE
CORPORATION AND THAT SUCH MEMBER HAS NOT WITHIN FIVE YEARS  GIVEN,  SOLD
OR  OFFERED  FOR  SALE  ANY LIST OR RECORD OF MEMBERS OF ANY DOMESTIC OR
FOREIGN CORPORATION OR AIDED OR ABETTED, OR ATTEMPTED OR OFFERED TO  AID
OR  ABET, ANY PERSON IN PROCURING ANY SUCH LIST OR RECORD OF MEMBERS FOR
ANY SUCH PURPOSE.
  (D) UPON REFUSAL BY THE CORPORATION OR BY AN OFFICER OR AGENT  OF  THE
CORPORATION TO PERMIT AN INSPECTION OF THE MINUTES OF THE PROCEEDINGS OF
ITS MEMBERS OR OF THE LIST OR RECORD OF MEMBERS, AS HEREIN PROVIDED, THE

S. 3755                            47

PERSON  MAKING  THE DEMAND FOR INSPECTION MAY APPLY TO THE SUPREME COURT
IN THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED,
UPON SUCH NOTICE AS THE COURT MAY DIRECT, FOR  AN  ORDER  DIRECTING  THE
CORPORATION,  ITS OFFICER OR AGENT TO SHOW CAUSE WHY AN ORDER SHOULD NOT
BE GRANTED PERMITTING SUCH INSPECTION BY THE APPLICANT. UPON THE  RETURN
DAY OF THE ORDER TO SHOW CAUSE, THE COURT SHALL HEAR THE PARTIES SUMMAR-
ILY,  BY AFFIDAVIT OR OTHERWISE, AND IF IT APPEARS THAT THE APPLICANT IS
QUALIFIED AND ENTITLED TO SUCH INSPECTION,  THE  COURT  SHALL  GRANT  AN
ORDER  COMPELLING SUCH INSPECTION AND AWARDING SUCH FURTHER RELIEF AS TO
THE COURT MAY SEEM JUST AND PROPER.
  (E) UPON THE WRITTEN REQUEST OF ANY MEMBER OR OF ANY  PERSON  HOLDING,
OR  THEREUNTO  AUTHORIZED  IN  WRITING  BY THE HOLDERS OF, AT LEAST FIVE
PERCENT OF ANY CLASS OF THE OUTSTANDING CAPITAL CERTIFICATES, THE CORPO-
RATION SHALL GIVE OR MAIL TO SUCH MEMBER AN  ANNUAL  BALANCE  SHEET  AND
PROFIT  AND LOSS STATEMENT OR A FINANCIAL STATEMENT PERFORMING A SIMILAR
FUNCTION FOR THE PRECEDING FISCAL YEAR,  AND,  IF  ANY  INTERIM  BALANCE
SHEET  OR  PROFIT  AND  LOSS  OR  SIMILAR  FINANCIAL  STATEMENT HAS BEEN
DISTRIBUTED TO ITS MEMBERS OR OTHERWISE MADE AVAILABLE  TO  THE  PUBLIC,
THE MOST RECENT SUCH INTERIM BALANCE SHEET OR PROFIT AND LOSS OR SIMILAR
FINANCIAL  STATEMENT. THE CORPORATION SHALL BE ALLOWED A REASONABLE TIME
TO PREPARE SUCH ANNUAL BALANCE SHEET AND  PROFIT  AND  LOSS  OR  SIMILAR
FINANCIAL STATEMENT.
  (F)  NOTHING  HEREIN  CONTAINED  SHALL  IMPAIR  THE POWER OF COURTS TO
COMPEL THE PRODUCTION FOR EXAMINATION OF THE  BOOKS  AND  RECORDS  OF  A
CORPORATION.
  (G)  THE  BOOKS AND RECORDS SPECIFIED IN PARAGRAPH (A) OF THIS SECTION
SHALL BE PRIMA FACIE EVIDENCE OF THE FACTS THEREIN STATED  IN  FAVOR  OF
THE  PLAINTIFF  IN  ANY ACTION OR SPECIAL PROCEEDING AGAINST SUCH CORPO-
RATION OR ANY OF ITS OFFICERS, DIRECTORS OR MEMBERS.
  (H) NOTHING IN THIS CHAPTER SHALL  REQUIRE  AN  EMPLOYEE  ORGANIZATION
CERTIFIED  OR  RECOGNIZED  FOR  ANY  COLLECTIVE  NEGOTIATING  UNIT OF AN
EMPLOYER PURSUANT TO ARTICLE  FOURTEEN  OF  THE  CIVIL  SERVICE  LAW  TO
DISCLOSE  THE HOME ADDRESS OF ANY MEMBER OR FORMER MEMBER OF SUCH ORGAN-
IZATION.
S 622. INFANT MEMBERS.
  IF THE CERTIFICATE OF INCORPORATION OR  THE  BY-LAWS  PROVIDE  THAT  A
MEMBER SHALL BE OF FULL AGE:
  (A)  A  CORPORATION MAY TREAT AN INFANT WHO HOLDS A MEMBERSHIP CERTIF-
ICATE OR CARD OR CAPITAL CERTIFICATE OR A BOND OF  SUCH  CORPORATION  AS
HAVING  CAPACITY TO RECEIVE AND TO EMPOWER OTHERS TO RECEIVE PAYMENTS OR
DISTRIBUTIONS, TO VOTE OR EXPRESS CONSENT OR DISSENT, IN  PERSON  OR  BY
PROXY,  AND  TO  MAKE  ELECTIONS  AND  EXERCISE  RIGHTS RELATING TO SUCH
CERTIFICATES OR BONDS, UNLESS, IN THE CASE OF MEMBERSHIP CERTIFICATES OR
CARDS OR CAPITAL CERTIFICATES, THE  CORPORATE  OFFICER  RESPONSIBLE  FOR
MAINTAINING  THE  LIST OR RECORD OF MEMBERS OR THE TRANSFER AGENT OF THE
CORPORATION OR, IN THE CASE OF BONDS, THE TREASURER OR PAYING OFFICER OR
AGENT HAS RECEIVED WRITTEN NOTICE THAT SUCH HOLDER IS AN INFANT.
  (B) AN INFANT HOLDER OF A MEMBERSHIP CERTIFICATE OR  CARD  OR  CAPITAL
CERTIFICATE  OR  A  BOND  OF A CORPORATION WHO HAS RECEIVED OR EMPOWERED
OTHERS TO RECEIVE PAYMENTS OR DISTRIBUTIONS, VOTED OR EXPRESSED  CONSENT
OR  DISSENT,  OR MADE AN ELECTION OR EXERCISED A RIGHT RELATING THERETO,
SHALL HAVE NO RIGHT THEREAFTER TO DISAFFIRM OR  AVOID,  AS  AGAINST  THE
CORPORATION,  ANY  SUCH  ACT  ON  HIS  OR HER PART, UNLESS PRIOR TO SUCH
RECEIPT, VOTE, CONSENT, DISSENT, ELECTION OR EXERCISE, AS TO  MEMBERSHIP
CERTIFICATES  OR  CARDS  OR  CAPITAL CERTIFICATES, THE CORPORATE OFFICER
RESPONSIBLE FOR MAINTAINING THE LIST OR RECORD OF MEMBERS OR ITS  TRANS-

S. 3755                            48

FER  AGENT  OR, IN THE CASE OF BONDS, THE TREASURER OR PAYING OFFICER OR
AGENT HAD RECEIVED WRITTEN NOTICE THAT SUCH HOLDER WAS AN INFANT.
S 623. MEMBERS'  DERIVATIVE  ACTION  BROUGHT  IN THE RIGHT OF THE CORPO-
         RATION TO PROCURE A JUDGMENT IN ITS FAVOR.
  (A) AN ACTION MAY BE BROUGHT IN THE RIGHT OF  A  DOMESTIC  OR  FOREIGN
CORPORATION  TO  PROCURE A JUDGMENT IN ITS FAVOR BY FIVE PERCENT OR MORE
OF ANY CLASS OF MEMBERS OR BY SUCH PERCENTAGE OF THE HOLDERS OF  CAPITAL
CERTIFICATES  OR  OF  THE OWNERS OF A BENEFICIAL INTEREST IN THE CAPITAL
CERTIFICATES OF SUCH CORPORATION.
  (B) IN ANY SUCH ACTION, IT SHALL BE MADE TO APPEAR THAT EACH PLAINTIFF
IS SUCH A MEMBER, HOLDER OR OWNER AT THE TIME OF BRINGING THE ACTION.
  (C) IN ANY SUCH ACTION, THE COMPLAINT SHALL SET FORTH WITH PARTICULAR-
ITY THE EFFORTS OF THE PLAINTIFF OR PLAINTIFFS TO SECURE THE  INITIATION
OF SUCH ACTION BY THE BOARD OF THE REASON FOR NOT MAKING SUCH EFFORT.
  (D)  SUCH  ACTION  SHALL  NOT  BE DISCONTINUED, COMPROMISED OR SETTLED
WITHOUT THE APPROVAL OF THE COURT HAVING JURISDICTION OF THE ACTION.  IF
THE  COURT  SHALL  DETERMINE THAT THE INTERESTS OF THE MEMBERS OR OF ANY
CLASS OR CLASSES THEREOF WILL BE SUBSTANTIALLY AFFECTED BY SUCH  DISCON-
TINUANCE,  COMPROMISE  OR  SETTLEMENT, THE COURT, IN ITS DISCRETION, MAY
DIRECT THAT NOTICE, BY PUBLICATION OR OTHERWISE, SHALL BE GIVEN  TO  THE
MEMBERS  OR  CLASS OR CLASSES THEREOF WHOSE INTERESTS IT DETERMINES WILL
BE SO AFFECTED; IF NOTICE IS SO DIRECTED TO  BE  GIVEN,  THE  COURT  MAY
DETERMINE  WHICH ONE OR MORE OF THE PARTIES TO THE ACTION SHALL BEAR THE
EXPENSE OF GIVING THE SAME, IN SUCH AMOUNT AS THE COURT SHALL  DETERMINE
AND  FIND  TO BE REASONABLE IN THE CIRCUMSTANCES, AND THE AMOUNT OF SUCH
EXPENSE SHALL BE AWARDED AS SPECIAL COSTS OF THE ACTION AND  RECOVERABLE
IN THE SAME MANNER AS STATUTORY TAXABLE COSTS.
  (E)  IF  THE  ACTION  ON  BEHALF OF THE CORPORATION WAS SUCCESSFUL, IN
WHOLE OR IN PART, OR IF ANYTHING WAS RECEIVED BY THE PLAINTIFF OR PLAIN-
TIFFS OR A CLAIMANT OR CLAIMANTS AS THE RESULT OF A JUDGMENT, COMPROMISE
OR SETTLEMENT OF AN ACTION OR CLAIM, THE COURT MAY AWARD  THE  PLAINTIFF
OR  PLAINTIFFS,  CLAIMANT  OR  CLAIMANTS, REASONABLE EXPENSES, INCLUDING
REASONABLE ATTORNEY'S FEES, AND SHALL DIRECT THE PLAINTIFF OR PLAINTIFFS
TO ACCOUNT TO THE CORPORATION FOR  THE  REMAINDER  OF  THE  PROCEEDS  SO
RECEIVED BY THE PLAINTIFF OR PLAINTIFFS.  THIS PARAGRAPH SHALL NOT APPLY
TO  ANY  JUDGMENT RENDERED FOR THE BENEFIT OF INJURED MEMBERS OR NON-RE-
CORD OWNERS ONLY AND LIMITED  TO  A  RECOVERY  OF  THE  LOSS  OR  DAMAGE
SUSTAINED BY THEM.
  S 7. Article 7 of the not-for-profit corporation law is REPEALED and a
new article 7 is added to read as follows:

                                ARTICLE 7
                         DIRECTORS AND OFFICERS

SECTION 701.   BOARD OF DIRECTORS.
        702.   NUMBER OF DIRECTORS.
        703.   ELECTION AND TERM OF OFFICE OF DIRECTORS; ALTERNATES.
        704.   CLASSIFICATION OF DIRECTORS.
        705.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
        706.   REMOVAL OF DIRECTORS.
        707.   QUORUM OF DIRECTORS.
        708.   ACTION BY THE BOARD.
        709.   GREATER REQUIREMENT AS TO QUORUM AND VOTE OF DIRECTORS.
        710.   PLACE AND TIME OF MEETINGS OF THE BOARD.
        711.   NOTICE OF MEETINGS OF THE BOARD.
        712.   EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

S. 3755                            49

        713.   OFFICERS.
        714.   REMOVAL OF OFFICERS.
        715.   INTERESTED DIRECTORS AND OFFICERS.
        716.   LOANS TO DIRECTORS AND OFFICERS.
        717.   DUTY OF DIRECTORS AND OFFICERS.
        718.   LIST OF DIRECTORS AND OFFICERS.
        719.   LIABILITY OF DIRECTORS IN CERTAIN CASES.
        720.   ACTIONS ON BEHALF OF THE CORPORATION.
        720-A. LIABILITY OF DIRECTORS, OFFICERS AND TRUSTEES.
        721.   NONEXCLUSIVITY  OF  STATUTORY PROVISIONS FOR INDEMNIFICA-
                 TION OF DIRECTORS AND OFFICERS.
        722.   AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND  OFFI-
                 CERS.
        723.   PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.
        724.   INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.
        725.   OTHER  PROVISIONS  AFFECTING INDEMNIFICATION OF DIRECTORS
                 AND OFFICERS.
        726.   INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

S 701. BOARD OF DIRECTORS.
  (A) EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE OF  INCORPORATION,
A  CORPORATION SHALL BE MANAGED BY ITS BOARD OF DIRECTORS. EACH DIRECTOR
SHALL BE AT LEAST EIGHTEEN YEARS  OF  AGE;  PROVIDED,  HOWEVER,  THAT  A
MEMBER  OF THE BOARD OF DIRECTORS OF ANY GIRL SCOUT COUNCIL CHARTERED BY
GIRL SCOUTS OF THE UNITED STATES OF AMERICA,  INC.,  OR  ANY  CAMP  FIRE
GIRLS  CLUB  MEMBER SERVING AS A MEMBER OF THE BOARD OF DIRECTORS ON THE
NATIONAL BOARD AND NATIONAL COUNCIL OF CAMP FIRE GIRLS, INC. OR  ON  THE
LOCAL  BOARD  OF  THE  CAMP  FIRE GIRLS, INC. OR ANY MEMBER OF ASPIRA OF
AMERICA INC. OR ASPIRA OF NEW YORK INC. SERVING ON THE BOARD  OF  DIREC-
TORS,  SHALL  BE  AT  LEAST  SIXTEEN YEARS OF AGE.   NOTWITHSTANDING THE
ABOVE, A CORPORATION ORGANIZED FOR EDUCATIONAL  PURPOSES  PRIMARILY  FOR
THE  BENEFIT  OF INDIVIDUALS BELOW EIGHTEEN YEARS OF AGE MAY INCLUDE ONE
DIRECTOR BELOW EIGHTEEN YEARS OF AGE WHO IS AT LEAST  SIXTEEN  YEARS  OF
AGE. FURTHER, A CORPORATION ORGANIZED FOR RECREATIONAL OR YOUTH DEVELOP-
MENT  AND  DELINQUENCY  PREVENTION PURPOSES PRIMARILY FOR THE BENEFIT OF
INDIVIDUALS BELOW EIGHTEEN YEARS OF AGE MAY INCLUDE ONE OR  MORE  DIREC-
TORS,  THE NUMBER OF WHICH SHALL NOT EXCEED ONE-HALF OF THE TOTAL NUMBER
OF DIRECTORS FOR A QUORUM FOR THE TRANSACTION OF BUSINESS,  WHO  ARE  AT
LEAST  SIXTEEN  YEARS  OF  AGE  BUT  NOT OVER EIGHTEEN YEARS OF AGE. THE
CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY PRESCRIBE  OTHER  QUALI-
FICATIONS  FOR  DIRECTORS,  PROVIDED, HOWEVER, ANY CORPORATION ORGANIZED
FOR RECREATION OR YOUTH DEVELOPMENT AND DELINQUENCY PREVENTION PURPOSES,
WHEN INCREASING THE NUMBER OF DIRECTORS BETWEEN THE AGES OF SIXTEEN  AND
EIGHTEEN  YEARS OLD TO MORE THAN ONE, SHALL PRESCRIBE IN ITS CERTIFICATE
OF INCORPORATION THE NUMBER OF SUCH DIRECTORS NOT TO EXCEED THE  LIMITA-
TIONS OF THIS PARAGRAPH.
  (B)  IF  THE  CERTIFICATE OF INCORPORATION VESTS THE MANAGEMENT OF THE
CORPORATION, IN WHOLE OR IN PART, IN ONE OR MORE PERSONS OTHER THAN  THE
BOARD,  INDIVIDUALLY OR COLLECTIVELY, SUCH OTHER PERSON OR PERSONS SHALL
BE SUBJECT TO THE SAME OBLIGATIONS AND THE SAME LIABILITIES, AND SUBJECT
TO THE SAME PROTECTIONS, FOR MANAGERIAL ACTS OR OMISSIONS AS ARE IMPOSED
UPON OR AFFORDED TO DIRECTORS BY THIS CHAPTER.
S 702. NUMBER OF DIRECTORS.
  (A) THE NUMBER OF DIRECTORS CONSTITUTING THE ENTIRE BOARD SHALL BE NOT
LESS THAN THREE.  SUBJECT TO SUCH LIMITATION, SUCH NUMBER MAY  BE  FIXED
BY  THE  BY-LAWS  OR,  IN  THE  CASE OF A CORPORATION HAVING MEMBERS, BY

S. 3755                            50

ACTION OF THE MEMBERS OR OF THE BOARD UNDER THE SPECIFIC PROVISIONS OF A
BY-LAW ADOPTED BY THE MEMBERS. IF NOT OTHERWISE FIXED UNDER  THIS  PARA-
GRAPH,  THE  NUMBER  SHALL  BE  THREE.  AS USED IN THIS ARTICLE, "ENTIRE
BOARD"  MEANS  THE  TOTAL NUMBER OF DIRECTORS ENTITLED TO VOTE WHICH THE
CORPORATION WOULD HAVE IF THERE WERE NO VACANCIES.
  (B) THE NUMBER OF DIRECTORS MAY BE INCREASED OR DECREASED BY AMENDMENT
OF THE BY-LAWS, BY ACTION OF THE BOARD IN A CORPORATION WITHOUT MEMBERS,
OR, IN THE CASE OF A  CORPORATION  HAVING  MEMBERS,  BY  ACTION  OF  THE
MEMBERS,  OR  OF  THE  BOARD  UNDER  THE SPECIFIC PROVISIONS OF A BY-LAW
ADOPTED BY THE MEMBERS, SUBJECT TO THE FOLLOWING LIMITATIONS:
  (1) IF THE BOARD IS AUTHORIZED BY THE BY-LAWS TO CHANGE THE NUMBER  OF
DIRECTORS, WHETHER BY AMENDING THE BY-LAWS OR BY TAKING ACTION UNDER THE
SPECIFIC  PROVISIONS  OF A BY-LAW ADOPTED BY THE MEMBERS, SUCH AMENDMENT
OR ACTION SHALL REQUIRE THE VOTE OF A MAJORITY OF THE ENTIRE BOARD.
  (2) NO DECREASE SHALL SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR.
S 703. ELECTION AND TERM OF OFFICE OF DIRECTORS; ALTERNATES.
  (A) A CORPORATION MAY PROVIDE IN ITS CERTIFICATE OF  INCORPORATION  OR
BY-LAWS FOR DIRECTORS TO BE ELECTED OR APPOINTED AT LARGE, OR BY SPECIAL
DISTRICTS OR MEMBERSHIP SECTIONS, OR BY VIRTUE OF THEIR OFFICE OR FORMER
OFFICE  IN  THE  CORPORATION  OR  OTHER ENTITY, PUBLIC OR PRIVATE, OR BY
BONDHOLDERS PURSUANT TO PARAGRAPH (C) OF SECTION  506  OF  THIS  CHAPTER
VOTING AS A CLASS, OR ANY COMBINATION THEREOF.
  (B)  DIRECTORS SHALL BE ELECTED OR APPOINTED IN THE MANNER AND FOR THE
TERM OF OFFICE PROVIDED IN  THE  CERTIFICATE  OF  INCORPORATION  OR  THE
BY-LAWS.  THE  TERM  OF OFFICE OF DIRECTORS, OTHER THAN THOSE ELECTED OR
APPOINTED BY VIRTUE OF THEIR OFFICE OR FORMER OFFICE IN THE  CORPORATION
OR OTHER ENTITY, PUBLIC OR PRIVATE, SHALL NOT EXCEED FIVE YEARS; AND, IF
THE  BOARD  IS  CLASSIFIED  UNDER SECTION 704 OF THIS ARTICLE, SUCH TERM
SHALL NOT EXCEED A NUMBER OF YEARS EQUAL TO THE NUMBER OF  CLASSES  INTO
WHICH  THE BOARD IS CLASSIFIED. IN THE ABSENCE OF A PROVISION FIXING THE
TERM, IT SHALL BE ONE YEAR.
  (C) EACH DIRECTOR SHALL HOLD OFFICE UNTIL THE EXPIRATION OF  THE  TERM
FOR  WHICH  HE  OR  SHE  IS  ELECTED  OR APPOINTED, AND UNTIL HIS OR HER
SUCCESSOR HAS BEEN ELECTED OR APPOINTED AND QUALIFIED.
  (D) IF THE CERTIFICATE OF  INCORPORATION  OR  BY-LAWS  SO  PROVIDE,  A
SPECIAL  DISTRICT OR MEMBERSHIP SECTION ENTITLED TO ELECT OR APPOINT ONE
OR MORE DIRECTORS MAY ELECT OR APPOINT AN ALTERNATE FOR EACH SUCH DIREC-
TOR. IN THE ABSENCE OF A DIRECTOR FROM  A  MEETING  OF  THE  BOARD,  HIS
ALTERNATE  MAY, UPON WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION,
ATTEND SUCH MEETING AND EXERCISE THEREIN THE RIGHTS, POWERS, AND  PRIVI-
LEGES OF THE ABSENT DIRECTOR. WHEN SO EXERCISING THE RIGHTS, POWERS, AND
PRIVILEGES  OF  THE  ABSENT DIRECTOR, SUCH ALTERNATE SHALL BE SUBJECT IN
ALL RESPECTS TO THE PROVISIONS OF THIS CHAPTER GOVERNING DIRECTORS.
S 704. CLASSIFICATION OF DIRECTORS.
  (A) THE CERTIFICATE OF  INCORPORATION  OR  A  BY-LAW  ADOPTED  BY  THE
MEMBERS  MAY  PROVIDE THAT DIRECTORS ELECTED OR APPOINTED AT LARGE SHALL
BE DIVIDED INTO EITHER TWO, THREE, FOUR OR FIVE CLASSES FOR THE  PURPOSE
OF  STAGGERING  THEIR TERMS OF OFFICE AND THAT ALL OR SOME OF THE DIREC-
TORS ELECTED OR APPOINTED OTHERWISE THAN AT LARGE SHALL BE DIVIDED  INTO
THE  SAME  OR A DIFFERENT NUMBER OF CLASSES, NOT EXCEEDING FIVE, FOR THE
SAME PURPOSE.  ALL CLASSES OF EACH TYPE SHALL  BE  AS  NEARLY  EQUAL  IN
NUMBER AS POSSIBLE.
  (B) THE TERMS OF OFFICE OF THE DIRECTORS INITIALLY CLASSIFIED SHALL BE
AS  FOLLOWS:  THAT  OF  THE  FIRST CLASS SHALL EXPIRE AT THE NEXT ANNUAL
MEETING OF MEMBERS IF THERE BE MEMBERS, OR OF THE BOARD IF THERE  BE  NO
MEMBERS,  THE  SECOND CLASS AT THE SECOND SUCCEEDING ANNUAL MEETING, THE

S. 3755                            51

THIRD CLASS, IF ANY, AT THE THIRD SUCCEEDING ANNUAL MEETING, THE  FOURTH
CLASS,  IF  ANY,  AT  THE FOURTH SUCCEEDING ANNUAL MEETING AND THE FIFTH
CLASS, IF ANY, AT  THE  FIFTH  SUCCEEDING  ANNUAL  MEETING.  AFTER  SUCH
INITIAL CLASSIFICATION, DIRECTORS TO REPLACE THOSE WHOSE TERMS EXPIRE AT
EACH  ANNUAL  MEETING  SHALL  BE ELECTED OR APPOINTED AT SUCH MEETING TO
HOLD OFFICE FOR A FULL TERM IN ACCORDANCE WITH SUCH CLASSIFICATION.
  (C) IF DIRECTORS ARE CLASSIFIED AND THE NUMBER OF DIRECTORS IS  THERE-
AFTER CHANGED BY ACTION OF THE BOARD:
  (1)  ANY  NEWLY CREATED DIRECTORSHIPS OR ANY DECREASE IN DIRECTORSHIPS
SHALL BE SO APPORTIONED AMONG THE CLASSES AS  TO  MAKE  ALL  CLASSES  AS
NEARLY EQUAL IN NUMBER AS POSSIBLE.
  (2) IF NEWLY CREATED DIRECTORSHIPS ARE FILLED BY THE BOARD IN A CORPO-
RATION  HAVING  MEMBERS,  THERE  SHALL BE NO CLASSIFICATION OF THE ADDI-
TIONAL DIRECTORS UNTIL THE NEXT ANNUAL MEETING OF MEMBERS.
S 705. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
  (A) NEWLY CREATED DIRECTORSHIPS RESULTING  FROM  AN  INCREASE  IN  THE
NUMBER  OF  DIRECTORS ELECTED OR APPOINTED AT LARGE, AND VACANCIES AMONG
SUCH DIRECTORS FOR ANY REASON, MAY BE FILLED BY VOTE OF  A  MAJORITY  OF
THE  DIRECTORS  THEN  IN  OFFICE, REGARDLESS OF THEIR NUMBER, UNLESS THE
CERTIFICATE OF INCORPORATION OR THE  BY-LAWS  PROVIDE  THAT  SUCH  NEWLY
CREATED  DIRECTORSHIPS  OR  VACANCIES  SHALL  BE  FILLED  BY VOTE OF THE
MEMBERS.
  (B)  VACANCIES  AMONG  DIRECTORS  ELECTED  OR  APPOINTED  BY   SPECIAL
DISTRICTS  OR  MEMBERSHIP SECTIONS, OR BY BONDHOLDERS VOTING AS A CLASS,
SHALL BE FILLED BY ACTION OF  THE  PERSONS  ENTITLED  TO  VOTE  THEREON;
EXCEPT  THAT,  IF  A  VACANCY  REMAINS  UNFILLED FOR SIX MONTHS AFTER IT
OCCURS, AND BY REASON OF THE ABSENCE, ILLNESS, OR OTHER INABILITY OF ONE
OR MORE OF THE REMAINING DIRECTORS A  QUORUM  OF  THE  BOARD  CANNOT  BE
OBTAINED,  THE REMAINING DIRECTORS, OR A MAJORITY OF THEM, MAY APPOINT A
DIRECTOR TO FILL SUCH VACANCY.
  (C) A DIRECTOR ELECTED OR APPOINTED  TO  FILL  A  VACANCY  SHALL  HOLD
OFFICE  UNTIL THE NEXT ANNUAL MEETING AT WHICH THE ELECTION OF DIRECTORS
IS IN THE REGULAR ORDER OF BUSINESS, AND UNTIL HIS OR HER  SUCCESSOR  IS
ELECTED OR APPOINTED AND QUALIFIED.
  (D)  UNLESS  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR
BY-LAWS, NOTWITHSTANDING THE PROVISIONS OF PARAGRAPHS  (A)  AND  (B)  OF
THIS  SECTION,  WHENEVER  THE HOLDERS OF ANY CLASS OR CLASSES OF MEMBERS
ARE ENTITLED TO ELECT ONE OR MORE DIRECTORS BY THE CERTIFICATE OF INCOR-
PORATION, ANY VACANCY THAT MAY BE FILLED BY THE BOARD OR A  MAJORITY  OF
THE  DIRECTORS  THEN IN OFFICE, AS THE CASE MAY BE, SHALL BE FILLED BY A
MAJORITY OF THE DIRECTORS ELECTED BY  SUCH  CLASS  OR  CLASSES  THEN  IN
OFFICE,  OR, IF NO SUCH DIRECTOR IS IN OFFICE, THEN AS PROVIDED IN PARA-
GRAPH (A) OR (B) OF THIS SECTION, AS THE CASE MAY BE.
S 706. REMOVAL OF DIRECTORS.
  (A) EXCEPT AS LIMITED IN PARAGRAPH (C) OF THIS SECTION, ANY OR ALL  OF
THE  DIRECTORS  MAY  BE  REMOVED FOR CAUSE BY VOTE OF THE MEMBERS, OR BY
VOTE OF THE DIRECTORS PROVIDED THERE IS A QUORUM  OF  NOT  LESS  THAN  A
MAJORITY  PRESENT  AT  THE  MEETING OF DIRECTORS AT WHICH SUCH ACTION IS
TAKEN.
  (B) EXCEPT AS LIMITED IN PARAGRAPH (C) OF THIS SECTION, IF THE CERTIF-
ICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE,  ANY  OR  ALL  OF  THE
DIRECTORS MAY BE REMOVED WITHOUT CAUSE BY VOTE OF THE MEMBERS.
  (C)  THE  REMOVAL  OF DIRECTORS, WITH OR WITHOUT CAUSE, AS PROVIDED IN
PARAGRAPHS (A) AND (B) OF THIS SECTION IS SUBJECT TO THE FOLLOWING:
  (1) IN THE CASE OF A CORPORATION HAVING CUMULATIVE VOTING, NO DIRECTOR
MAY BE REMOVED WHEN THE DIRECTOR'S REMOVAL WOULD BE SUFFICIENT TO  ELECT

S. 3755                            52

HIM  OR HER IF VOTED CUMULATIVELY AT AN ELECTION AT WHICH THE SAME TOTAL
NUMBER OF VOTES WERE CAST, WERE THEN BEING ELECTED; AND
  (2)  WHEN BY THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION OR THE
BY-LAWS THE MEMBERS OF ANY CLASS OR GROUP,  OR  THE  HOLDERS  OF  BONDS,
VOTING  AS  A  CLASS,  ARE  ENTITLED TO ELECT ONE OR MORE DIRECTORS, ANY
DIRECTOR SO ELECTED MAY BE REMOVED ONLY BY THE APPLICABLE  VOTE  OF  THE
MEMBERS  OF THAT CLASS OR GROUP, OR THE HOLDERS OF SUCH BONDS, VOTING AS
A CLASS.
  (D) AN ACTION TO PROCURE A JUDGMENT REMOVING A DIRECTOR FOR CAUSE  MAY
BE  BROUGHT  BY  THE  ATTORNEY-GENERAL  OR BY TEN PERCENT OF THE MEMBERS
WHETHER OR NOT ENTITLED TO VOTE.  THE COURT MAY BAR FROM RE-ELECTION ANY
DIRECTOR SO REMOVED FOR A PERIOD FIXED BY THE COURT.
S 707. QUORUM OF DIRECTORS.
  UNLESS A GREATER PROPORTION IS REQUIRED BY  THIS  CHAPTER  OR  BY  THE
CERTIFICATE  OF  INCORPORATION  OR BY A BY-LAW ADOPTED BY THE MEMBERS, A
MAJORITY OF THE ENTIRE BOARD SHALL CONSTITUTE A QUORUM  FOR  THE  TRANS-
ACTION OF BUSINESS OR OF ANY SPECIFIED ITEM OF BUSINESS, EXCEPT THAT THE
CERTIFICATE  OF  INCORPORATION OR THE BY-LAWS MAY FIX THE QUORUM AT LESS
THAN A MAJORITY OF THE ENTIRE BOARD, PROVIDED THAT  IN  THE  CASE  OF  A
BOARD  OF FIFTEEN MEMBERS OR LESS THE QUORUM SHALL BE AT LEAST ONE-THIRD
OF THE ENTIRE NUMBER OF MEMBERS AND IN THE CASE OF A BOARD OF MORE  THAN
FIFTEEN MEMBERS THE QUORUM SHALL BE AT LEAST FIVE MEMBERS PLUS ONE ADDI-
TIONAL  MEMBER  FOR EVERY TEN MEMBERS (OR FRACTION THEREOF) IN EXCESS OF
FIFTEEN.
S 708. ACTION BY THE BOARD.
  (A) EXCEPT AS OTHERWISE PROVIDED IN THIS  CHAPTER,  ANY  REFERENCE  IN
THIS  CHAPTER  TO  CORPORATE  ACTION TO BE TAKEN BY THE BOARD SHALL MEAN
SUCH ACTION AT A MEETING OF THE BOARD.
  (B) UNLESS OTHERWISE RESTRICTED BY THE CERTIFICATE OF INCORPORATION OR
THE BY-LAWS, ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY  THE  BOARD
OR  ANY  COMMITTEE THEREOF MAY BE TAKEN WITHOUT A MEETING IF ALL MEMBERS
OF THE BOARD OR THE COMMITTEE CONSENT IN WRITING TO THE  ADOPTION  OF  A
RESOLUTION  AUTHORIZING  THE  ACTION.  THE  RESOLUTION  AND  THE WRITTEN
CONSENTS THERETO BY THE MEMBERS OF THE BOARD OR COMMITTEE SHALL BE FILED
WITH THE MINUTES OF THE PROCEEDINGS OF THE BOARD OR COMMITTEE.
  (C) UNLESS OTHERWISE RESTRICTED BY THE CERTIFICATE OF INCORPORATION OR
THE BY-LAWS, ANY ONE OR MORE DIRECTORS OR MEMBERS OF  ANY  COMMITTEE  OF
THE  BOARD  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.
  (D) EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER, THE VOTE OF A MAJOR-
ITY  OF  THE  DIRECTORS  PRESENT AT THE TIME OF THE VOTE, IF A QUORUM IS
PRESENT AT SUCH TIME, SHALL BE THE ACT OF THE BOARD.
S 709. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF DIRECTORS.
  (A) THE CERTIFICATE OF  INCORPORATION  OR  A  BY-LAW  ADOPTED  BY  THE
MEMBERS  MAY CONTAIN PROVISIONS SPECIFYING EITHER OR BOTH OF THE FOLLOW-
ING:
  (1) THAT THE PROPORTION OF DIRECTORS THAT SHALL  CONSTITUTE  A  QUORUM
FOR  THE  TRANSACTION  OF  BUSINESS OR OF ANY SPECIFIED ITEM OF BUSINESS
SHALL BE GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER  IN  THE
ABSENCE OF SUCH PROVISION.
  (2)  THAT THE PROPORTION OF VOTES OF DIRECTORS THAT SHALL BE NECESSARY
FOR THE TRANSACTION OF BUSINESS OR OF ANY  SPECIFIED  ITEM  OF  BUSINESS

S. 3755                            53

SHALL  BE  GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER IN THE
ABSENCE OF SUCH PROVISION.
  (B) AN AMENDMENT BY THE MEMBERS OF THE CERTIFICATE OF INCORPORATION OR
OF THE BY-LAWS WHICH ADDS A PROVISION PERMITTED BY THIS SECTION OR WHICH
CHANGES  OR STRIKES OUT SUCH A PROVISION, SHALL BE AUTHORIZED BY VOTE OF
TWO-THIRDS OF THE MEMBERS ENTITLED TO VOTE OR OF SUCH GREATER PROPORTION
AS MAY BE PROVIDED SPECIFICALLY IN THE CERTIFICATE OF  INCORPORATION  OR
THE BY-LAW FOR ADDING, CHANGING OR STRIKING OUT A PROVISION PERMITTED BY
THIS SECTION.
  (C) IF THERE ARE NO MEMBERS, AN AMENDMENT BY THE BOARD OF DIRECTORS OF
THE  CERTIFICATE  OF  INCORPORATION OR THE BY-LAW WHICH ADDS A PROVISION
PERMITTED BY THIS SECTION  OR  WHICH  CHANGES  OR  STRIKES  OUT  SUCH  A
PROVISION, SHALL BE AUTHORIZED AT A MEETING BY VOTE OF TWO-THIRDS OF THE
ENTIRE  BOARD,  OR OF SUCH GREATER PROPORTION AS MAY BE PROVIDED SPECIF-
ICALLY IN THE CERTIFICATE OF INCORPORATION OR  THE  BY-LAW  FOR  ADDING,
CHANGING OR STRIKING OUT A PROVISION PERMITTED BY THIS SECTION.
S 710. PLACE AND TIME OF MEETINGS OF THE BOARD.
  (A)  MEETINGS OF THE BOARD, ANNUAL, REGULAR OR SPECIAL, MAY BE HELD AT
ANY PLACE WITHIN OR WITHOUT THIS STATE, UNLESS OTHERWISE PROVIDED BY THE
CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
  (B) THE TIME AND PLACE FOR HOLDING ANNUAL OR REGULAR MEETINGS  OF  THE
BOARD  SHALL  BE  FIXED BY OR UNDER THE BY-LAWS, OR, IF NOT SO FIXED, BY
THE BOARD.
  (C) A SPECIAL MEETING MAY BE CALLED AT ANY TIME BY  THE  PRESIDENT  OR
OTHER  CORPORATE  OFFICER AS PROVIDED IN THE BY-LAWS OR AS DETERMINED BY
THE BOARD; AND, IN THE CASE OF A CORPORATION  WITHOUT  MEMBERS,  BY  ANY
DIRECTOR  UPON  WRITTEN  DEMAND OF NOT LESS THAN ONE-FIFTH OF THE ENTIRE
BOARD.
S 711. NOTICE OF MEETINGS OF THE BOARD.
  (A) UNLESS OTHERWISE PROVIDED BY THE BY-LAWS, REGULAR MEETINGS OF  THE
BOARD  MAY BE HELD WITHOUT NOTICE IF THE TIME AND PLACE OF SUCH MEETINGS
ARE FIXED BY THE BY-LAWS OR THE BOARD. SPECIAL  MEETINGS  OF  THE  BOARD
SHALL BE HELD UPON NOTICE TO THE DIRECTORS.
  (B)  THE BY-LAWS MAY PRESCRIBE WHAT SHALL CONSTITUTE NOTICE OF MEETING
OF THE BOARD. A NOTICE, OR  WAIVER  OF  NOTICE,  NEED  NOT  SPECIFY  THE
PURPOSE  OF ANY REGULAR OR SPECIAL MEETING OF THE BOARD, UNLESS REQUIRED
BY THE BY-LAWS.
  (C) NOTICE OF A MEETING NEED NOT BE GIVEN TO ANY  ALTERNATE  DIRECTOR,
NOR TO ANY DIRECTOR WHO SUBMITS A SIGNED WAIVER OF NOTICE WHETHER BEFORE
OR  AFTER  THE  MEETING,  OR WHO ATTENDS THE MEETING WITHOUT PROTESTING,
PRIOR THERETO OR AT ITS COMMENCEMENT, THE LACK OF NOTICE TO SUCH  DIREC-
TOR.
  (D)  A  MAJORITY  OF THE DIRECTORS PRESENT, WHETHER OR NOT A QUORUM IS
PRESENT, MAY ADJOURN ANY MEETING TO  ANOTHER  TIME  AND  PLACE.  IF  THE
BY-LAWS  SO PROVIDE, NOTICE OF ANY ADJOURNMENT OF A MEETING OF THE BOARD
TO ANOTHER TIME OR PLACE SHALL BE GIVEN TO THE DIRECTORS  WHO  WERE  NOT
PRESENT  AT  THE TIME OF THE ADJOURNMENT AND, UNLESS SUCH TIME AND PLACE
ARE ANNOUNCED AT THE MEETING, TO THE OTHER DIRECTORS.
S 712. EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
  (A) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE, THE
BOARD, BY RESOLUTION ADOPTED BY A MAJORITY  OF  THE  ENTIRE  BOARD,  MAY
DESIGNATE  FROM  AMONG  ITS  MEMBERS  AN  EXECUTIVE  COMMITTEE AND OTHER
COMMITTEES, EACH CONSISTING OF THREE OR  MORE  DIRECTORS,  AND  EACH  OF
WHICH, TO THE EXTENT PROVIDED IN THE RESOLUTION OR IN THE CERTIFICATE OF
INCORPORATION  OR  BY-LAWS,  SHALL  HAVE ALL THE AUTHORITY OF THE BOARD,

S. 3755                            54

EXCEPT THAT NO SUCH COMMITTEE SHALL HAVE AUTHORITY AS TO  THE  FOLLOWING
MATTERS:
  (1)  THE  SUBMISSION  TO  MEMBERS  OF  ANY  ACTION  REQUIRING MEMBERS'
APPROVAL UNDER THIS CHAPTER.
  (2) THE FILLING OF VACANCIES IN THE  BOARD  OF  DIRECTORS  OR  IN  ANY
COMMITTEE.
  (3)  THE  FIXING  OF  COMPENSATION OF THE DIRECTORS FOR SERVING ON THE
BOARD OR ON ANY COMMITTEE.
  (4) THE AMENDMENT OR REPEAL OF THE BY-LAWS  OR  THE  ADOPTION  OF  NEW
BY-LAWS.
  (5)  THE  AMENDMENT  OR REPEAL OF ANY RESOLUTION OF THE BOARD WHICH BY
ITS TERMS SHALL NOT BE SO AMENDABLE OR REPEALABLE.
  (B) THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS
OF ANY COMMITTEE, WHO MAY REPLACE ANY ABSENT MEMBER OR  MEMBERS  AT  ANY
MEETING OF SUCH COMMITTEE.
  (C)  EACH  COMMITTEE  OF  THE BOARD SHALL SERVE AT THE PLEASURE OF THE
BOARD. THE DESIGNATION OF ANY SUCH COMMITTEE AND THE DELEGATION  THERETO
OF  AUTHORITY SHALL NOT ALONE RELIEVE ANY DIRECTOR OF HIS OR HER DUTY TO
THE CORPORATION UNDER SECTION 717 OF THIS ARTICLE.
  (D) COMMITTEES, OTHER THAN COMMITTEES OF THE BOARD, WHETHER CREATED BY
THE BOARD OR BY THE MEMBERS, SHALL BE  COMMITTEES  OF  THE  CORPORATION.
SUCH  COMMITTEES MAY BE ELECTED OR APPOINTED IN THE SAME MANNER AS OFFI-
CERS OF THE CORPORATION. PROVISIONS OF THIS CHAPTER APPLICABLE TO  OFFI-
CERS GENERALLY SHALL APPLY TO MEMBERS OF SUCH COMMITTEES.
S 713. OFFICERS.
  (A)  THE BOARD MAY ELECT OR APPOINT A PRESIDENT, ONE OR MORE VICE-PRE-
SIDENTS, A SECRETARY AND A TREASURER, AND SUCH OTHER OFFICERS AS IT  MAY
DETERMINE,  OR  AS MAY BE PROVIDED IN THE BY-LAWS. THESE OFFICERS MAY BE
DESIGNATED BY SUCH ALTERNATE TITLES AS MAY BE PROVIDED  IN  THE  CERTIF-
ICATE  OF  INCORPORATION  OR THE BY-LAWS. ANY TWO OR MORE OFFICES MAY BE
HELD BY THE SAME PERSON, EXCEPT THE OFFICES OF PRESIDENT AND  SECRETARY,
OR THE OFFICES CORRESPONDING THERETO.
  (B)  THE  CERTIFICATE  OF  INCORPORATION  OR  A  BY-LAW ADOPTED BY THE
MEMBERS MAY PROVIDE THAT ALL OFFICERS OR THAT SPECIFIED  OFFICERS  SHALL
BE  ELECTED  BY THE MEMBERS INSTEAD OF BY THE BOARD, OR IT MAY AUTHORIZE
THE PRESIDENT TO APPOINT THE OTHER OFFICERS, OR SOME OF THEM, SUBJECT TO
APPROVAL BY THE BOARD.
  (C) EACH OFFICER SHALL HOLD OFFICE FOR THE TERM FOR WHICH  ELECTED  OR
APPOINTED,  AND UNTIL HIS OR HER SUCCESSOR HAS BEEN ELECTED OR APPOINTED
AND QUALIFIED. UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE OF  INCORPO-
RATION  OR THE BY-LAWS, ALL OFFICERS SHALL BE ELECTED OR APPOINTED ANNU-
ALLY.
  (D) THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY  PROVIDE  THAT
ANY  ONE OR MORE OFFICERS SHALL BE EX-OFFICIO MEMBERS OF THE BOARD, WITH
VOTING RIGHTS UNLESS SPECIFIED OTHERWISE.
  (E) ALL OFFICERS AS BETWEEN THEMSELVES AND THE CORPORATION SHALL  HAVE
SUCH  AUTHORITY  AND PERFORM SUCH DUTIES IN THE MANAGEMENT OF THE CORPO-
RATION AS MAY BE PROVIDED IN THE  BY-LAWS  OR,  TO  THE  EXTENT  NOT  SO
PROVIDED,  BY THE BOARD. THE BOARD MAY REQUIRE ANY OFFICER TO GIVE SECU-
RITY FOR THE FAITHFUL PERFORMANCE OF HIS OR HER DUTIES.
S 714. REMOVAL OF OFFICERS.
  (A) ANY OFFICER ELECTED OR APPOINTED BY THE BOARD MAY  BE  REMOVED  BY
THE  BOARD WITH OR WITHOUT CAUSE. AN OFFICER ELECTED BY THE MEMBERS OR A
CLASS OF MEMBERS MAY BE REMOVED, WITH OR WITHOUT CAUSE, ONLY BY THE VOTE
OF THE MEMBERS OR SUCH CLASS OF MEMBERS, BUT HIS OR HER AUTHORITY TO ACT
AS AN OFFICER MAY BE SUSPENDED BY THE BOARD FOR CAUSE.

S. 3755                            55

  (B) THE REMOVAL OF AN OFFICER WITHOUT CAUSE SHALL BE WITHOUT PREJUDICE
TO HIS OR HER CONTRACT RIGHTS, IF ANY. THE ELECTION OR APPOINTMENT OF AN
OFFICER SHALL NOT OF ITSELF CREATE CONTRACT RIGHTS.
  (C)  AN ACTION TO PROCURE A JUDGMENT REMOVING AN OFFICER FOR CAUSE MAY
BE BROUGHT BY THE ATTORNEY-GENERAL, BY ANY DIRECTOR, BY TEN  PERCENT  OF
THE  MEMBERS,  WHETHER OR NOT ENTITLED TO VOTE, OR BY THE HOLDERS OF TEN
PERCENT OF THE FACE VALUE OF THE  OUTSTANDING  CAPITAL  CERTIFICATES  OR
BONDS  HAVING VOTING RIGHTS. THE COURT MAY BAR FROM RE-ELECTION OR REAP-
POINTMENT ANY OFFICER SO REMOVED FOR A PERIOD FIXED BY THE COURT.
S 715. INTERESTED DIRECTORS AND OFFICERS.
  (A) NO CONTRACT OR OTHER TRANSACTION BETWEEN A CORPORATION AND ONE  OR
MORE  OF  ITS  DIRECTORS  OR  OFFICERS, OR BETWEEN A CORPORATION AND ANY
OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY  IN  WHICH  ONE  OR
MORE  OF  ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS, OR HAVE A
SUBSTANTIAL FINANCIAL INTEREST, SHALL BE EITHER  VOID  OR  VOIDABLE  FOR
THIS  REASON ALONE OR BY REASON ALONE THAT SUCH DIRECTOR OR DIRECTORS OR
OFFICER OR OFFICERS ARE PRESENT AT THE MEETING OF THE  BOARD,  OR  OF  A
COMMITTEE  THEREOF,  WHICH  AUTHORIZES  SUCH CONTRACT OR TRANSACTION, OR
THAT HIS, HER, OR THEIR VOTES ARE COUNTED FOR SUCH PURPOSE:
  (1) IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S  INTEREST
IN  SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP,
OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH  OR  KNOWN
TO  THE  BOARD  OR COMMITTEE, AND THE BOARD OR COMMITTEE AUTHORIZES SUCH
CONTRACT OR TRANSACTION BY A VOTE SUFFICIENT FOR  SUCH  PURPOSE  WITHOUT
COUNTING THE VOTE OR VOTES OF SUCH INTERESTED DIRECTOR OR OFFICER; OR
  (2)  IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST
IN SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON  DIRECTORSHIP,
OFFICERSHIP  OR  FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH OR KNOWN
TO THE MEMBERS ENTITLED TO VOTE THEREON, IF ANY, AND  SUCH  CONTRACT  OR
TRANSACTION IS AUTHORIZED BY VOTE OF SUCH MEMBERS.
  (B)  IF  A CONTRACT OR OTHER TRANSACTION BETWEEN A CORPORATION AND ONE
OR MORE OF ITS DIRECTORS, OR BETWEEN A CORPORATION AND ANY OTHER  CORPO-
RATION,  FIRM,  ASSOCIATION  OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS
DIRECTORS ARE DIRECTORS OR OFFICERS, OR  HAVE  A  SUBSTANTIAL  FINANCIAL
INTEREST,  IS NOT APPROVED IN ACCORDANCE WITH THIS PARAGRAPH, THE CORPO-
RATION MAY AVOID THE CONTRACT OR TRANSACTION UNLESS THE PARTY OR PARTIES
THERETO SHALL ESTABLISH AFFIRMATIVELY THAT THE CONTRACT  OR  TRANSACTION
WAS  FAIR  AND  REASONABLE  AS  TO  THE  CORPORATION  AT THE TIME IT WAS
APPROVED BY THE BOARD, A COMMITTEE OR THE MEMBERS.
  (C) COMMON OR INTERESTED DIRECTORS MAY BE COUNTED IN  DETERMINING  THE
PRESENCE  OF  A QUORUM AT A MEETING OF THE BOARD OR OF A COMMITTEE WHICH
AUTHORIZES SUCH CONTRACT OR TRANSACTION.
  (D)  THE  CERTIFICATE  OF   INCORPORATION   MAY   CONTAIN   ADDITIONAL
RESTRICTIONS  ON CONTRACTS OR TRANSACTIONS BETWEEN A CORPORATION AND ITS
DIRECTORS OR OFFICERS OR OTHER PERSONS AND MAY PROVIDE THAT CONTRACTS OR
TRANSACTIONS IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID  OR  VOIDA-
BLE.
  (E)  UNLESS  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR
THE BY-LAWS, THE BOARD SHALL HAVE AUTHORITY TO FIX THE  COMPENSATION  OF
DIRECTORS FOR SERVICES IN ANY CAPACITY.
S 716. LOANS TO DIRECTORS AND OFFICERS.
  NO  LOANS,  OTHER  THAN  THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR
SIMILAR OBLIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR
THROUGH ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY  A  CORPO-
RATION  TO ITS DIRECTORS OR OFFICERS, OR TO ANY OTHER CORPORATION, FIRM,
ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE  OF  ITS  DIRECTORS  OR

S. 3755                            56

OFFICERS  ARE  DIRECTORS  OR  OFFICERS  OR  HOLD A SUBSTANTIAL FINANCIAL
INTEREST, EXCEPT A LOAN BY  ONE  CORPORATION  ORGANIZED  FOR  CHARITABLE
PURPOSES  TO  ANOTHER  CORPORATION  ORGANIZED FOR CHARITABLE PURPOSES. A
LOAN  MADE IN VIOLATION OF THIS SECTION SHALL BE A VIOLATION OF THE DUTY
TO THE CORPORATION OF  THE  DIRECTORS  OR  OFFICERS  AUTHORIZING  IT  OR
PARTICIPATING  IN IT, BUT THE OBLIGATION OF THE BORROWER WITH RESPECT TO
THE LOAN SHALL NOT BE AFFECTED THEREBY.
S 717. DUTY OF DIRECTORS AND OFFICERS.
  (A) DIRECTORS AND OFFICERS SHALL DISCHARGE THE DUTIES OF THEIR RESPEC-
TIVE POSITIONS IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND
SKILL WHICH ORDINARILY PRUDENT  PERSONS  WOULD  EXERCISE  UNDER  SIMILAR
CIRCUMSTANCES  IN LIKE POSITIONS. IN THE ADMINISTRATION OF THE POWERS TO
MAKE AND RETAIN INVESTMENTS PURSUANT TO SECTION 512 OF THIS CHAPTER,  TO
APPROPRIATE APPRECIATION PURSUANT TO SECTION 513 OF THIS CHAPTER, AND TO
DELEGATE  INVESTMENT  MANAGEMENT  OF  INSTITUTIONAL  FUNDS  PURSUANT  TO
SECTION 514 OF THIS CHAPTER, A  GOVERNING  BOARD  SHALL  CONSIDER  AMONG
OTHER  RELEVANT  CONSIDERATIONS  THE  LONG  AND  SHORT TERM NEEDS OF THE
CORPORATION IN CARRYING OUT ITS PURPOSES, ITS  PRESENT  AND  ANTICIPATED
FINANCIAL  REQUIREMENTS, EXPECTED TOTAL RETURN ON ITS INVESTMENTS, PRICE
LEVEL TRENDS, AND GENERAL ECONOMIC CONDITIONS.
  (B) IN DISCHARGING THEIR DUTIES, DIRECTORS AND OFFICERS,  WHEN  ACTING
IN  GOOD FAITH, MAY RELY ON INFORMATION, OPINIONS, REPORTS OR STATEMENTS
INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA,  IN  EACH  CASE
PREPARED  OR  PRESENTED BY: (1) ONE OR MORE OFFICERS OR EMPLOYEES OF THE
CORPORATION, WHOM THE DIRECTOR BELIEVES TO BE RELIABLE AND COMPETENT  IN
THE  MATTERS PRESENTED, (2) COUNSEL, PUBLIC ACCOUNTANTS OR OTHER PERSONS
AS TO MATTERS WHICH THE DIRECTORS OR OFFICERS BELIEVE TO BE WITHIN  SUCH
PERSON'S  PROFESSIONAL  OR  EXPERT  COMPETENCE OR (3) A COMMITTEE OF THE
BOARD UPON WHICH THEY DO NOT SERVE, DULY DESIGNATED IN ACCORDANCE WITH A
PROVISION OF THE CERTIFICATE OF INCORPORATION  OR  THE  BY-LAWS,  AS  TO
MATTERS  WITHIN  ITS DESIGNATED AUTHORITY, WHICH COMMITTEE THE DIRECTORS
OR OFFICERS BELIEVE TO MERIT CONFIDENCE, SO LONG AS IN SO  RELYING  THEY
SHALL  BE ACTING IN GOOD FAITH AND WITH THAT DEGREE OF CARE SPECIFIED IN
PARAGRAPH (A) OF THIS SECTION, BUT THE DIRECTOR OR OFFICER SHALL NOT  BE
CONSIDERED  TO  BE  ACTING  IN GOOD FAITH IF THE DIRECTOR OR OFFICER HAS
KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT WOULD CAUSE SUCH  RELI-
ANCE  TO BE UNWARRANTED. PERSONS SHALL NOT BE CONSIDERED TO BE ACTING IN
GOOD FAITH IF THEY HAVE KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT
WOULD CAUSE SUCH RELIANCE TO BE  UNWARRANTED.  PERSONS  WHO  SO  PERFORM
THEIR  DUTIES  SHALL HAVE NO LIABILITY BY REASON OF BEING OR HAVING BEEN
DIRECTORS OR OFFICERS OF THE CORPORATION.
  (C) IN TAKING ACTION, INCLUDING, WITHOUT LIMITATION, ACTION WHICH  MAY
INVOLVE  OR RELATE TO A CHANGE OR POTENTIAL CHANGE IN THE CONTROL OF THE
CORPORATION, A DIRECTOR SHALL BE ENTITLED TO CONSIDER,  WITHOUT  LIMITA-
TION,  (1) BOTH THE LONG-TERM AND THE SHORT-TERM INTERESTS OF THE CORPO-
RATION AND ITS MEMBERS  AND  (2)  THE  EFFECTS  THAT  THE  CORPORATION'S
ACTIONS  MAY  HAVE IN THE SHORT-TERM OR IN THE LONG-TERM UPON ANY OF THE
FOLLOWING:
  (A) THE PROSPECTS FOR POTENTIAL GROWTH, DEVELOPMENT, PRODUCTIVITY  AND
FINANCIAL STABILITY OF THE CORPORATION;
  (B) THE CORPORATION'S CURRENT EMPLOYEES;
  (C)  THE  CORPORATION'S  RETIRED  EMPLOYEES  AND  OTHER  BENEFICIARIES
RECEIVING OR ENTITLED TO RECEIVE RETIREMENT, WELFARE OR SIMILAR BENEFITS
FROM OR PURSUANT TO ANY PLAN SPONSORED, OR AGREEMENT  ENTERED  INTO,  BY
THE CORPORATION;
  (D) THE BENEFICIARIES OR RECIPIENTS OF THE CORPORATION'S SERVICES;

S. 3755                            57

  (E) THE CORPORATION'S CREDITORS;
  (F)  THE  ABILITY  OF  THE CORPORATION TO PROVIDE, AS A GOING CONCERN,
BENEFITS, GOODS, SERVICES, EMPLOYMENT OPPORTUNITIES AND EMPLOYMENT BENE-
FITS AND OTHERWISE TO CONTRIBUTE TO THE COMMUNITIES IN WHICH IT CONDUCTS
ACTIVITIES; AND
  (G) THE ACCOMPLISHMENT OF THE CORPORATION'S PURPOSES AS STATED IN  THE
CERTIFICATE OF INCORPORATION.
  NOTHING IN THIS PARAGRAPH SHALL CREATE ANY DUTIES OWED BY ANY DIRECTOR
TO  ANY  PERSON OR ENTITY TO CONSIDER OR AFFORD ANY PARTICULAR WEIGHT TO
ANY OF THE FOREGOING OR ABROGATE ANY DUTY OF THE DIRECTORS, EITHER STAT-
UTORY OR RECOGNIZED BY COMMON LAW OR COURT DECISIONS.
  FOR PURPOSES OF THIS PARAGRAPH, "CONTROL" SHALL MEAN  THE  POSSESSION,
DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF
THE  MANAGEMENT AND POLICIES OF THE CORPORATION, WHETHER THROUGH MEMBER-
SHIP OR OTHERWISE.
S 718. LIST OF DIRECTORS AND OFFICERS.
  (A) IF A MEMBER OF A CORPORATION, IN PERSON OR BY HIS OR HER  ATTORNEY
OR  AGENT, OR A REPRESENTATIVE OF THE DISTRICT ATTORNEY OR OF THE SECRE-
TARY OF STATE, THE ATTORNEY GENERAL, OR OTHER STATE  OFFICIAL,  MAKES  A
WRITTEN  DEMAND ON A CORPORATION TO INSPECT A CURRENT LIST OF ITS DIREC-
TORS AND OFFICERS AND THEIR ADDRESSES, THE CORPORATION SHALL, WITHIN TWO
BUSINESS DAYS AFTER RECEIPT OF THE DEMAND AND FOR A PERIOD OF  ONE  WEEK
THEREAFTER,  MAKE  THE  LIST AVAILABLE FOR SUCH INSPECTION AT ITS OFFICE
DURING USUAL BUSINESS HOURS. ANY CORRESPONDENCE ADDRESSED TO A  DIRECTOR
OR  OFFICER AND RECEIVED BY THE CORPORATION SHALL BE GIVEN BY THE CORPO-
RATION TO THE DIRECTOR OR OFFICER.
  (B) UPON REFUSAL BY THE CORPORATION TO MAKE  A  CURRENT  LIST  OF  ITS
DIRECTORS  AND  OFFICERS  AND  THEIR ADDRESSES AVAILABLE, AS PROVIDED IN
PARAGRAPH (A) OF THIS SECTION, THE PERSON MAKING A DEMAND FOR SUCH  LIST
MAY  APPLY, EX PARTE, TO THE SUPREME COURT AT A SPECIAL TERM HELD WITHIN
THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED FOR
AN ORDER DIRECTING THE CORPORATION TO MAKE SUCH  LIST  AVAILABLE.    THE
COURT MAY GRANT SUCH ORDER OR TAKE SUCH OTHER ACTION AS IT MAY DEEM JUST
AND PROPER.
S 719. LIABILITY OF DIRECTORS IN CERTAIN CASES.
  (A)  DIRECTORS  OF  A CORPORATION WHO VOTE FOR OR CONCUR IN ANY OF THE
FOLLOWING CORPORATE ACTIONS SHALL BE JOINTLY AND SEVERALLY LIABLE TO THE
CORPORATION FOR THE BENEFIT OF ITS CREDITORS OR MEMBERS OR THE  ULTIMATE
BENEFICIARIES OF ITS ACTIVITIES, TO THE EXTENT OF ANY INJURY SUFFERED BY
SUCH  PERSONS, RESPECTIVELY, AS A RESULT OF SUCH ACTION, OR, IF THERE BE
NO CREDITORS OR MEMBERS OR ULTIMATE BENEFICIARIES  SO  INJURED,  TO  THE
CORPORATION,  TO THE EXTENT OF ANY INJURY SUFFERED BY THE CORPORATION AS
A RESULT OF SUCH ACTION:
  (1) THE DISTRIBUTION OF THE CORPORATION'S CASH OR PROPERTY TO MEMBERS,
DIRECTORS OR OFFICERS, OTHER THAN A DISTRIBUTION PERMITTED UNDER SECTION
515 OF THIS CHAPTER.
  (2) THE REDEMPTION OF CAPITAL CERTIFICATES OR  BONDS,  TO  THE  EXTENT
SUCH  REDEMPTION  IS  CONTRARY TO THE PROVISIONS OF SECTION 502, 504, OR
506 OF THIS CHAPTER.
  (3) THE PAYMENT OF INTEREST TO THE HOLDERS OR BENEFICIARIES  OF  BONDS
TO  THE EXTENT SUCH PAYMENT IS CONTRARY TO THE PROVISIONS OF SECTION 504
OR 506 OF THIS CHAPTER.
  (4) THE DISTRIBUTION OF ASSETS IN VIOLATION OF SECTION 1002-A OF  THIS
CHAPTER  OR WITHOUT PAYING OR ADEQUATELY PROVIDING FOR ALL KNOWN LIABIL-
ITIES OF THE CORPORATION, EXCLUDING ANY CLAIMS NOT  FILED  BY  CREDITORS

S. 3755                            58

WITHIN  THE  TIME LIMIT SET IN A NOTICE GIVEN TO CREDITORS UNDER ARTICLE
10 OR 11 OF THIS CHAPTER.
  (5) THE MAKING OF ANY LOAN CONTRARY TO SECTION 716 OF THIS ARTICLE.
  (B)  A  DIRECTOR  WHO  IS  PRESENT  AT  A MEETING OF THE BOARD, OR ANY
COMMITTEE THEREOF, AT WHICH ACTION SPECIFIED IN PARAGRAPH  (A)  OF  THIS
SECTION  IS  TAKEN  SHALL  BE  PRESUMED  TO HAVE CONCURRED IN THE ACTION
UNLESS HIS OR HER DISSENT THERETO SHALL BE ENTERED IN THE MINUTES OF THE
MEETING, OR UNLESS HE OR SHE SHALL  SUBMIT  A  WRITTEN  DISSENT  TO  THE
PERSON  ACTING  AS  THE  SECRETARY OF THE MEETING BEFORE THE ADJOURNMENT
THEREOF, OR SHALL DELIVER OR SEND BY REGISTERED MAIL SUCH DISSENT TO THE
SECRETARY OF THE CORPORATION PROMPTLY AFTER THE ADJOURNMENT OF THE MEET-
ING. SUCH RIGHT TO DISSENT SHALL NOT APPLY TO A DIRECTOR  WHO  VOTED  IN
FAVOR  OF  SUCH  ACTION.  A DIRECTOR WHO IS ABSENT FROM A MEETING OF THE
BOARD, OR ANY COMMITTEE THEREOF, AT WHICH SUCH ACTION IS TAKEN SHALL  BE
PRESUMED  TO HAVE CONCURRED IN THE ACTION UNLESS HE OR SHE SHALL DELIVER
OR SEND BY REGISTERED MAIL A DISSENT THERETO TO  THE  SECRETARY  OF  THE
CORPORATION  OR SHALL CAUSE SUCH DISSENT TO BE FILED WITH THE MINUTES OF
THE PROCEEDINGS OF THE BOARD OR COMMITTEE WITHIN A REASONABLE TIME AFTER
LEARNING OF SUCH ACTION.
  (C) ANY DIRECTOR AGAINST WHOM A CLAIM IS SUCCESSFULLY  ASSERTED  UNDER
THIS  SECTION SHALL BE ENTITLED TO CONTRIBUTION FROM THE OTHER DIRECTORS
WHO VOTED FOR OR CONCURRED  IN  THE  ACTION  UPON  WHICH  THE  CLAIM  IS
ASSERTED.
  (D) DIRECTORS AGAINST WHOM A CLAIM IS SUCCESSFULLY ASSERTED UNDER THIS
SECTION  SHALL BE ENTITLED, TO THE EXTENT OF THE AMOUNTS PAID BY THEM TO
THE CORPORATION AS A RESULT OF SUCH CLAIMS:
  (1) UPON REIMBURSEMENT TO THE CORPORATION OF ANY AMOUNT OF AN IMPROPER
DISTRIBUTION OF THE CORPORATION'S CASH OR PROPERTY, TO BE SUBROGATED  TO
THE RIGHTS OF THE CORPORATION AGAINST MEMBERS, DIRECTORS OR OFFICERS WHO
RECEIVED  SUCH  DISTRIBUTION  WITH KNOWLEDGE OF FACTS INDICATING THAT IT
WAS NOT AUTHORIZED  BY  THIS  CHAPTER,  IN  PROPORTION  TO  THE  AMOUNTS
RECEIVED BY THEM RESPECTIVELY.
  (2) UPON REIMBURSEMENT TO THE CORPORATION OF AN AMOUNT REPRESENTING AN
IMPROPER REDEMPTION OF A CAPITAL CERTIFICATE OR BOND, TO HAVE THE CORPO-
RATION RESCIND SUCH IMPROPER REDEMPTION AND RECOVER THE AMOUNT PAID, FOR
THEIR  BENEFIT  BUT  AT  THEIR  EXPENSE,  FROM  ANY MEMBER OR HOLDER WHO
RECEIVED SUCH PAYMENT WITH  KNOWLEDGE  OF  FACTS  INDICATING  THAT  SUCH
REDEMPTION BY THE CORPORATION WAS NOT AUTHORIZED BY THIS CHAPTER.
  (3)  UPON  REIMBURSEMENT  TO THE CORPORATION OF AN AMOUNT REPRESENTING
ALL OR PART OF AN IMPROPER PAYMENT OF INTEREST TO THE HOLDER OR  BENEFI-
CIARY OF A BOND, TO HAVE THE CORPORATION RECOVER THE AMOUNT SO PAID, FOR
THEIR  BENEFIT  BUT AT THEIR EXPENSE, FROM ANY HOLDER OR BENEFICIARY WHO
RECEIVED SUCH PAYMENT WITH  KNOWLEDGE  OF  FACTS  INDICATING  THAT  SUCH
PAYMENT BY THE CORPORATION WAS NOT AUTHORIZED BY THIS CHAPTER.
  (4)  UPON  PAYMENT  TO  THE  CORPORATION  OF THE CLAIM OF THE ATTORNEY
GENERAL OR OF ANY CREDITOR BY REASON OF A VIOLATION OF SUBPARAGRAPH  (4)
OF  PARAGRAPH (A) OF THIS SECTION, TO BE SUBROGATED TO THE RIGHTS OF THE
CORPORATION AGAINST ANY PERSON WHO RECEIVED AN IMPROPER DISTRIBUTION  OF
ASSETS.
  (5)  UPON  REIMBURSEMENT  TO THE CORPORATION OF THE AMOUNT OF ANY LOAN
MADE CONTRARY TO SECTION 716 OF THIS ARTICLE, TO BE  SUBROGATED  TO  THE
RIGHTS OF THE CORPORATION AGAINST A DIRECTOR OR OFFICER WHO RECEIVED THE
IMPROPER LOAN.
  (E)  A  DIRECTOR OR OFFICER SHALL NOT BE LIABLE UNDER THIS SECTION IF,
IN THE CIRCUMSTANCES, THE DIRECTOR DISCHARGED HIS OR  HER  DUTY  TO  THE
CORPORATION UNDER SECTION 717 OF THIS ARTICLE.

S. 3755                            59

  (F)  THIS  SECTION SHALL NOT AFFECT ANY LIABILITY OTHERWISE IMPOSED BY
LAW UPON ANY DIRECTOR OR OFFICER.
S 720. ACTIONS ON BEHALF OF THE CORPORATION.
  (A) AN ACTION MAY BE BROUGHT AGAINST ONE OR MORE DIRECTORS OR OFFICERS
OF A CORPORATION TO PROCURE A JUDGMENT FOR THE FOLLOWING RELIEF:
  (1)  TO  COMPEL  THE  DEFENDANT TO ACCOUNT FOR OFFICIAL CONDUCT IN THE
FOLLOWING CASES:
  (A) THE NEGLECT OF, OR FAILURE  TO  PERFORM,  OR  OTHER  VIOLATION  OF
DUTIES  IN  THE MANAGEMENT AND DISPOSITION OF CORPORATE ASSETS COMMITTED
TO THE DUTIES OF SUCH PERSON.
  (B) THE ACQUISITION BY SUCH PERSON, TRANSFER TO OTHERS, LOSS OR  WASTE
OF  CORPORATE  ASSETS  DUE  TO ANY NEGLECT OF, OR FAILURE TO PERFORM, OR
OTHER VIOLATION OF THE DUTIES OF SUCH PERSON.
  (2) TO SET ASIDE AN UNLAWFUL CONVEYANCE,  ASSIGNMENT  OR  TRANSFER  OF
CORPORATE ASSETS, WHERE THE TRANSFEREE KNEW OF ITS UNLAWFULNESS.
  (3)  TO  ENJOIN A PROPOSED UNLAWFUL CONVEYANCE, ASSIGNMENT OR TRANSFER
OF CORPORATE ASSETS, WHERE THERE ARE REASONABLE GROUNDS FOR BELIEF  THAT
IT WILL BE MADE.
  (B)  AN  ACTION MAY BE BROUGHT FOR THE RELIEF PROVIDED IN THIS SECTION
AND IN PARAGRAPH (A) OF SECTION 719 OF  THIS  ARTICLE  BY  THE  ATTORNEY
GENERAL, BY THE CORPORATION, OR, IN THE RIGHT OF THE CORPORATION, BY ANY
OF THE FOLLOWING:
  (1) A DIRECTOR OR OFFICER OF THE CORPORATION.
  (2) A RECEIVER, TRUSTEE IN BANKRUPTCY, OR JUDGMENT CREDITOR THEREOF.
  (3)  UNDER  SECTION 623 OF THIS CHAPTER, BY ONE OR MORE OF THE MEMBERS
THEREOF.
  (4) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE,  BY
ANY  CONTRIBUTOR  TO THE CORPORATION OF CASH OR PROPERTY OF THE VALUE OF
ONE THOUSAND DOLLARS OR MORE.
  (C) IN A CORPORATION HAVING NO MEMBERS, AN ACTION MAY BE BROUGHT BY  A
DIRECTOR  AGAINST  THIRD  PARTIES  TO  OBTAIN A JUDGMENT IN FAVOR OF THE
CORPORATION. THE  COMPLAINT  SHALL  SET  FORTH  WITH  PARTICULARITY  THE
EFFORTS  OF THE PLAINTIFF TO SECURE THE INITIATION OF SUCH ACTION BY THE
BOARD OR THE REASON FOR NOT  MAKING  SUCH  EFFORTS.  THE  COURT  IN  ITS
DISCRETION  SHALL  DETERMINE WHETHER IT IS IN THE INTEREST OF THE CORPO-
RATION THAT THE ACTION BE MAINTAINED, AND IF THE ACTION IS SUCCESSFUL IN
WHOLE OR IN PART, WHAT REIMBURSEMENT IF ANY SHOULD BE MADE  OUT  OF  THE
CORPORATE  TREASURY  TO  THE PLAINTIFF FOR REASONABLE EXPENSES INCLUDING
ATTORNEY'S FEES, INCURRED IN THE PROSECUTION OF THE ACTION.
S 720-A. LIABILITY OF DIRECTORS, OFFICERS AND TRUSTEES.
  EXCEPT AS PROVIDED IN SECTIONS 719 AND 720 OF THIS ARTICLE, AND EXCEPT
ANY ACTION OR PROCEEDING BROUGHT BY THE ATTORNEY GENERAL OR, IN THE CASE
OF A CHARITABLE TRUST, AN ACTION OR PROCEEDING AGAINST A TRUSTEE BROUGHT
BY A BENEFICIARY OF SUCH TRUST, NO PERSON SERVING  WITHOUT  COMPENSATION
AS  A DIRECTOR, OFFICER OR TRUSTEE OF A CORPORATION, ASSOCIATION, ORGAN-
IZATION OR TRUST DESCRIBED IN SECTION 501(C)(3)  OF  THE  UNITED  STATES
INTERNAL  REVENUE  CODE  SHALL  BE  LIABLE TO ANY PERSON OTHER THAN SUCH
CORPORATION, ASSOCIATION, ORGANIZATION OR TRUST BASED SOLELY ON  HIS  OR
HER  CONDUCT  IN THE EXECUTION OF SUCH OFFICE UNLESS THE CONDUCT OF SUCH
DIRECTOR, OFFICER OR  TRUSTEE  WITH  RESPECT  TO  THE  PERSON  ASSERTING
LIABILITY  CONSTITUTED  GROSS  NEGLIGENCE  OR  WAS INTENDED TO CAUSE THE
RESULTING HARM TO THE PERSON ASSERTING SUCH LIABILITY. FOR  PURPOSES  OF
THIS  SECTION,  SUCH A DIRECTOR, OFFICER OR TRUSTEE SHALL NOT BE CONSID-
ERED COMPENSATED SOLELY BY REASON  OF  PAYMENT  OF  HIS  OR  HER  ACTUAL
EXPENSES INCURRED IN ATTENDING MEETINGS OR OTHERWISE IN THE EXECUTION OF
SUCH OFFICE.

S. 3755                            60

S  721.  NONEXCLUSIVITY  OF  STATUTORY PROVISIONS FOR INDEMNIFICATION OF
         DIRECTORS AND OFFICERS.
  THE  INDEMNIFICATION  AND ADVANCEMENT OF EXPENSES GRANTED PURSUANT TO,
OR PROVIDED BY, THIS ARTICLE SHALL NOT BE DEEMED EXCLUSIVE OF ANY  OTHER
RIGHTS  TO  WHICH  A  DIRECTOR  OR  OFFICER  SEEKING  INDEMNIFICATION OR
ADVANCEMENT OF EXPENSES  MAY  BE  ENTITLED,  WHETHER  CONTAINED  IN  THE
CERTIFICATE  OF INCORPORATION OR THE BY-LAWS OR, WHEN AUTHORIZED BY SUCH
CERTIFICATE OF INCORPORATION OR BY-LAWS, (A) A  RESOLUTION  OF  MEMBERS,
(B)  A  RESOLUTION  OF DIRECTORS, OR (C) AN AGREEMENT PROVIDING FOR SUCH
INDEMNIFICATION, PROVIDED THAT NO INDEMNIFICATION MAY BE MADE TO  OR  ON
BEHALF  OF  ANY DIRECTOR OR OFFICER IF A JUDGMENT OR OTHER FINAL ADJUDI-
CATION ADVERSE TO THE DIRECTOR OR OFFICER ESTABLISHES THAT  HIS  OR  HER
ACTS WERE COMMITTED IN BAD FAITH OR WERE THE RESULT OF ACTIVE AND DELIB-
ERATE  DISHONESTY  AND  WERE  MATERIAL TO THE CAUSE OF ACTION SO ADJUDI-
CATED, OR THAT HE OR SHE PERSONALLY GAINED IN FACT A FINANCIAL PROFIT OR
OTHER ADVANTAGE TO WHICH HE OR SHE WAS  NOT  LEGALLY  ENTITLED.  NOTHING
CONTAINED  IN THIS ARTICLE SHALL AFFECT ANY RIGHTS TO INDEMNIFICATION TO
WHICH CORPORATE PERSONNEL OTHER THAN DIRECTORS AND OFFICERS MAY BE ENTI-
TLED BY CONTRACT OR OTHERWISE UNDER LAW.
S 722. AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  (A) A CORPORATION MAY INDEMNIFY ANY PERSON, MADE, OR THREATENED TO  BE
MADE,  A  PARTY  TO  AN ACTION OR PROCEEDING OTHER THAN ONE BY OR IN THE
RIGHT OF THE CORPORATION TO PROCURE A JUDGMENT  IN  ITS  FAVOR,  WHETHER
CIVIL  OR  CRIMINAL, INCLUDING AN ACTION BY OR IN THE RIGHT OF ANY OTHER
CORPORATION OF ANY TYPE OR KIND, DOMESTIC OR FOREIGN,  OR  ANY  PARTNER-
SHIP,  JOINT  VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE,
WHICH ANY DIRECTOR OR OFFICER OF THE CORPORATION SERVED IN ANY  CAPACITY
AT  THE  REQUEST  OF THE CORPORATION, BY REASON OF THE FACT THAT HE, HIS
TESTATOR OR INTESTATE, WAS A DIRECTOR OR OFFICER OF THE CORPORATION,  OR
SERVED  SUCH  OTHER  CORPORATION,  PARTNERSHIP,  JOINT  VENTURE,  TRUST,
EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE IN ANY CAPACITY, AGAINST JUDG-
MENTS, FINES,  AMOUNTS  PAID  IN  SETTLEMENT  AND  REASONABLE  EXPENSES,
INCLUDING  ATTORNEYS' FEES ACTUALLY AND NECESSARILY INCURRED AS A RESULT
OF SUCH ACTION OR PROCEEDING, OR ANY APPEAL THEREIN, IF SUCH DIRECTOR OR
OFFICER ACTED, IN GOOD FAITH, FOR A PURPOSE WHICH HE OR  SHE  REASONABLY
BELIEVED  TO BE IN, OR, IN THE CASE OF SERVICE FOR ANY OTHER CORPORATION
OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER
ENTERPRISE, NOT OPPOSED TO, THE BEST INTERESTS OF THE  CORPORATION  AND,
IN CRIMINAL ACTIONS OR PROCEEDINGS, IN ADDITION, HAD NO REASONABLE CAUSE
TO BELIEVE THAT HIS OR HER CONDUCT WAS UNLAWFUL.
  (B) THE TERMINATION OF ANY SUCH CIVIL OR CRIMINAL ACTION OR PROCEEDING
BY  JUDGMENT,  SETTLEMENT, CONVICTION OR UPON A PLEA OF NOLO CONTENDERE,
OR ITS EQUIVALENT, SHALL NOT IN ITSELF CREATE  A  PRESUMPTION  THAT  ANY
SUCH DIRECTOR OR OFFICER DID NOT ACT, IN GOOD FAITH, FOR A PURPOSE WHICH
HE  OR  SHE REASONABLY BELIEVED TO BE IN, OR, IN THE CASE OF SERVICE FOR
ANY OTHER CORPORATION OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE
BENEFIT PLAN OR OTHER ENTERPRISE, NOT OPPOSED TO, THE BEST INTERESTS  OF
THE  CORPORATION  OR THAT HE OR SHE HAD REASONABLE CAUSE TO BELIEVE THAT
HIS OR HER CONDUCT WAS UNLAWFUL.
  (C) A CORPORATION MAY INDEMNIFY ANY PERSON MADE, OR THREATENED  TO  BE
MADE,  A  PARTY  TO  AN  ACTION BY OR IN THE RIGHT OF THE CORPORATION TO
PROCURE A JUDGMENT IN ITS FAVOR BY REASON  OF  THE  FACT  THAT  HE,  HIS
TESTATOR  OR  INTESTATE,  IS  OR WAS A DIRECTOR OR OFFICER OF THE CORPO-
RATION, OR IS OR WAS SERVING AT THE REQUEST  OF  THE  CORPORATION  AS  A
DIRECTOR OR OFFICER OF ANY OTHER CORPORATION OF ANY TYPE OR KIND, DOMES-
TIC OR FOREIGN, OF ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENE-

S. 3755                            61

FIT  PLAN  OR  OTHER  ENTERPRISE, AGAINST AMOUNTS PAID IN SETTLEMENT AND
REASONABLE EXPENSES, INCLUDING ATTORNEYS' FEES, ACTUALLY AND NECESSARILY
INCURRED BY HIM OR HER IN CONNECTION WITH THE DEFENSE OR  SETTLEMENT  OF
SUCH  ACTION,  OR IN CONNECTION WITH AN APPEAL THEREIN, IF SUCH DIRECTOR
OR OFFICER ACTED, IN GOOD FAITH, FOR A PURPOSE WHICH HE OR  SHE  REASON-
ABLY  BELIEVED TO BE IN, OR, IN THE CASE OF SERVICE FOR ANY OTHER CORPO-
RATION OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE  BENEFIT  PLAN
OR  OTHER  ENTERPRISE,  NOT OPPOSED TO, THE BEST INTERESTS OF THE CORPO-
RATION, EXCEPT THAT NO INDEMNIFICATION UNDER  THIS  PARAGRAPH  SHALL  BE
MADE IN RESPECT OF (1) A THREATENED ACTION, OR A PENDING ACTION WHICH IS
SETTLED  OR  OTHERWISE DISPOSED OF, OR (2) ANY CLAIM, ISSUE OR MATTER AS
TO WHICH SUCH PERSON SHALL HAVE BEEN ADJUDGED TO BE LIABLE TO THE CORPO-
RATION, UNLESS AND ONLY TO THE EXTENT THAT THE COURT IN WHICH THE ACTION
WAS BROUGHT, OR, IF NO ACTION WAS BROUGHT, ANY COURT OF COMPETENT JURIS-
DICTION, DETERMINES UPON APPLICATION THAT, IN VIEW OF  ALL  THE  CIRCUM-
STANCES  OF  THE  CASE,  THE PERSON IS FAIRLY AND REASONABLY ENTITLED TO
INDEMNITY FOR SUCH PORTION OF THE SETTLEMENT AMOUNT AND EXPENSES AS  THE
COURT DEEMS PROPER.
  (D)  FOR THE PURPOSE OF THIS SECTION, A CORPORATION SHALL BE DEEMED TO
HAVE REQUESTED A PERSON TO SERVE AN  EMPLOYEE  BENEFIT  PLAN  WHERE  THE
PERFORMANCE  BY SUCH PERSON OF HIS OR HER DUTIES TO THE CORPORATION ALSO
IMPOSES DUTIES ON, OR OTHERWISE INVOLVES SERVICES BY, SUCH PERSON TO THE
PLAN OR PARTICIPANTS OR BENEFICIARIES OF THE PLAN; EXCISE TAXES ASSESSED
ON A PERSON WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN PURSUANT TO  APPLI-
CABLE  LAW  SHALL  BE CONSIDERED FINES; AND ACTION TAKEN OR OMITTED BY A
PERSON WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN IN  THE  PERFORMANCE  OF
SUCH PERSON'S DUTIES FOR A PURPOSE REASONABLY BELIEVED BY SUCH PERSON TO
BE  IN  THE  INTEREST  OF THE PARTICIPANTS AND BENEFICIARIES OF THE PLAN
SHALL BE DEEMED TO BE FOR A PURPOSE WHICH IS NOT  OPPOSED  TO  THE  BEST
INTERESTS OF THE CORPORATION.
S 723. PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.
  (A)  A  PERSON WHO HAS BEEN SUCCESSFUL, ON THE MERITS OR OTHERWISE, IN
THE DEFENSE OF A CIVIL OR CRIMINAL ACTION OR PROCEEDING OF THE CHARACTER
DESCRIBED IN SECTION 722 OF THIS ARTICLE SHALL BE ENTITLED TO INDEMNIFI-
CATION AS AUTHORIZED IN SUCH SECTION.
  (B) EXCEPT AS PROVIDED IN PARAGRAPH (A) OF THIS SECTION, ANY  INDEMNI-
FICATION  UNDER  SECTION  722  OF THIS ARTICLE OR OTHERWISE PERMITTED BY
SECTION 721 OF THIS ARTICLE, UNLESS ORDERED BY A COURT UNDER SECTION 724
OF THIS ARTICLE, SHALL BE MADE BY THE CORPORATION, ONLY IF AUTHORIZED IN
THE SPECIFIC CASE:
  (1) BY THE BOARD ACTING BY A QUORUM CONSISTING OF  DIRECTORS  WHO  ARE
NOT  PARTIES TO SUCH ACTION OR PROCEEDING UPON A FINDING THAT THE DIREC-
TOR OR OFFICER HAS MET THE STANDARD OF CONDUCT SET FORTH IN SECTION  722
OF  THIS ARTICLE OR ESTABLISHED PURSUANT TO SECTION 721 OF THIS ARTICLE,
AS THE CASE MAY BE, OR,
  (2) IF A QUORUM UNDER  SUBPARAGRAPH  (1)  OF  THIS  PARAGRAPH  IS  NOT
OBTAINABLE  OR,  EVEN IF OBTAINABLE, A QUORUM OF DISINTERESTED DIRECTORS
SO DIRECTS:
  (A) BY THE BOARD UPON THE OPINION  IN  WRITING  OF  INDEPENDENT  LEGAL
COUNSEL  THAT INDEMNIFICATION IS PROPER IN THE CIRCUMSTANCES BECAUSE THE
APPLICABLE STANDARD OF CONDUCT SET FORTH IN SUCH SECTIONS HAS  BEEN  MET
BY SUCH DIRECTOR OR OFFICER, OR
  (B) BY THE MEMBERS UPON A FINDING THAT THE DIRECTOR OR OFFICER HAS MET
THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN SUCH SECTIONS.
  (C)  EXPENSES  INCURRED  IN  DEFENDING  A  CIVIL OR CRIMINAL ACTION OR
PROCEEDING MAY BE PAID BY THE CORPORATION IN ADVANCE OF THE FINAL DISPO-

S. 3755                            62

SITION OF SUCH ACTION OR PROCEEDING UPON RECEIPT OF AN UNDERTAKING BY OR
ON BEHALF OF SUCH DIRECTOR OR OFFICER TO REPAY SUCH AMOUNT  AS,  AND  TO
THE EXTENT, REQUIRED BY PARAGRAPH (A) OF SECTION 725 OF THIS ARTICLE.
S 724. INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.
  (A) NOTWITHSTANDING THE FAILURE OF A CORPORATION TO PROVIDE INDEMNIFI-
CATION,  AND  DESPITE  ANY  CONTRARY  RESOLUTION  OF THE BOARD OR OF THE
MEMBERS IN THE SPECIFIC CASE UNDER SECTION 723 OF THIS ARTICLE, INDEMNI-
FICATION SHALL BE AWARDED BY A COURT  TO  THE  EXTENT  AUTHORIZED  UNDER
SECTION 722, AND PARAGRAPH (A) OF SECTION 723 OF THIS ARTICLE.  APPLICA-
TION THEREFOR MAY BE MADE, IN EVERY CASE, EITHER:
  (1)  IN  THE  CIVIL  ACTION  OR  PROCEEDING IN WHICH THE EXPENSES WERE
INCURRED OR OTHER AMOUNTS WERE PAID, OR
  (2) TO THE SUPREME COURT IN A SEPARATE PROCEEDING, IN WHICH  CASE  THE
APPLICATION  SHALL SET FORTH THE DISPOSITION OF ANY PREVIOUS APPLICATION
MADE TO ANY COURT FOR THE SAME OR SIMILAR  RELIEF  AND  ALSO  REASONABLE
CAUSE  FOR THE FAILURE TO MAKE APPLICATION FOR SUCH RELIEF IN THE ACTION
OR PROCEEDING IN WHICH THE EXPENSES WERE INCURRED OR OTHER AMOUNTS  WERE
PAID.
  (B)  THE  APPLICATION  SHALL BE MADE IN SUCH MANNER AND FORM AS MAY BE
REQUIRED BY THE APPLICABLE RULES OF COURT OR, IN THE ABSENCE THEREOF, BY
DIRECTION OF A COURT TO WHICH IT IS MADE. SUCH APPLICATION SHALL BE UPON
NOTICE TO THE CORPORATION. THE COURT MAY  ALSO  DIRECT  THAT  NOTICE  BE
GIVEN  AT  THE  EXPENSE OF THE CORPORATION TO THE MEMBERS AND SUCH OTHER
PERSONS AS IT MAY DESIGNATE IN SUCH MANNER AS IT MAY REQUIRE.
  (C) WHERE INDEMNIFICATION IS SOUGHT BY JUDICIAL ACTION, THE COURT  MAY
ALLOW  A  PERSON  SUCH  REASONABLE  EXPENSES, INCLUDING ATTORNEYS' FEES,
DURING THE PENDENCY OF THE LITIGATION AS  ARE  NECESSARY  IN  CONNECTION
WITH  SUCH  PERSON'S  DEFENSE  THEREIN, IF THE COURT SHALL FIND THAT THE
DEFENDANT HAS BY HIS OR HER PLEADINGS OR DURING THE COURSE OF THE  LITI-
GATION RAISED GENUINE ISSUES OF FACT OR LAW.
S 725. OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFI-
         CERS.
  (A)  ALL  EXPENSES INCURRED IN DEFENDING A CIVIL OR CRIMINAL ACTION OR
PROCEEDING WHICH ARE ADVANCED BY THE CORPORATION UNDER PARAGRAPH (C)  OF
SECTION 723 OF THIS ARTICLE OR ALLOWED BY A COURT UNDER PARAGRAPH (C) OF
SECTION 724 OF THIS ARTICLE SHALL BE REPAID IN CASE THE PERSON RECEIVING
SUCH  ADVANCEMENT  OR ALLOWANCE IS ULTIMATELY FOUND, UNDER THE PROCEDURE
SET FORTH IN THIS ARTICLE, NOT TO BE  ENTITLED  TO  INDEMNIFICATION  OR,
WHERE INDEMNIFICATION IS GRANTED, TO THE EXTENT THE EXPENSES SO ADVANCED
BY THE CORPORATION OR ALLOWED BY THE COURT EXCEED THE INDEMNIFICATION TO
WHICH HE OR SHE IS ENTITLED.
  (B)  NO  INDEMNIFICATION, ADVANCEMENT OR ALLOWANCE SHALL BE MADE UNDER
THIS ARTICLE IN ANY CIRCUMSTANCE WHERE IT APPEARS:
  (1) THAT THE INDEMNIFICATION WOULD BE INCONSISTENT WITH THE LAW OF THE
JURISDICTION OF INCORPORATION OF A FOREIGN CORPORATION  WHICH  PROHIBITS
OR OTHERWISE LIMITS SUCH INDEMNIFICATION; OR
  (2) THAT THE INDEMNIFICATION WOULD BE INCONSISTENT WITH A PROVISION OF
THE CERTIFICATE OF INCORPORATION, A BY-LAW, A RESOLUTION OF THE BOARD OR
OF THE MEMBERS, AN AGREEMENT OR OTHER PROPER CORPORATE ACTION, IN EFFECT
AT  THE  TIME  OF THE ACCRUAL OF THE ALLEGED CAUSE OF ACTION ASSERTED IN
THE THREATENED OR PENDING ACTION OR PROCEEDING  IN  WHICH  THE  EXPENSES
WERE  INCURRED  OR OTHER AMOUNTS WERE PAID, WHICH PROHIBITS OR OTHERWISE
LIMITS INDEMNIFICATION; OR
  (3) IF THERE HAS BEEN A SETTLEMENT APPROVED BY  THE  COURT,  THAT  THE
INDEMNIFICATION WOULD BE INCONSISTENT WITH ANY CONDITION WITH RESPECT TO

S. 3755                            63

INDEMNIFICATION  EXPRESSLY IMPOSED BY THE COURT IN APPROVING THE SETTLE-
MENT.
  (C)  IF  ANY EXPENSES OR OTHER AMOUNTS ARE PAID BY WAY OF INDEMNIFICA-
TION, OTHERWISE THAN BY COURT ORDER OR ACTION BY THE MEMBERS, THE CORPO-
RATION SHALL PREPARE  A  STATEMENT  SPECIFYING  THE  PERSONS  PAID,  THE
AMOUNTS  PAID,  AND THE NATURE AND STATUS AT THE TIME OF SUCH PAYMENT OF
THE LITIGATION OR THREATENED LITIGATION, AND
  (1) NOT LATER THAN THE NEXT ANNUAL MEETING  OF  MEMBERS,  UNLESS  SUCH
MEETING  IS HELD WITHIN THREE MONTHS FROM THE DATE OF SUCH PAYMENT, AND,
IN ANY EVENT, WITHIN FIFTEEN MONTHS OF THE DATE OF SUCH  PAYMENT,  SHALL
MAIL THE STATEMENT TO ITS MEMBERS OF RECORD ENTITLED AT THE TIME TO VOTE
FOR THE ELECTION OF DIRECTORS; OR
  (2)  IF THE CORPORATION HAS NO MEMBERS, SHALL INCLUDE THE STATEMENT IN
THE RECORDS OF THE CORPORATION OPEN TO PUBLIC INSPECTION; OR
  (3) IF THE CORPORATION IS A CEMETERY CORPORATION, AS DEFINED IN  PARA-
GRAPH  (A) OF SECTION 1502 OF THIS CHAPTER, WHICH TERM, FOR THE PURPOSES
OF THIS SECTION, SHALL INCLUDE A RELIGIOUS CORPORATION  HAVING  MEMBERS,
(A)  BY  INCLUDING THE STATEMENT REQUIRED BY THIS PARAGRAPH OR PARAGRAPH
(D) OF SECTION 726 OF THIS ARTICLE, AS THE CASE MAY BE IN THE RECORDS OF
THE CORPORATION OPEN TO PUBLIC INSPECTION; (B) BY INCLUDING THE INFORMA-
TION REQUIRED BY THE STATEMENT IN ANY NOTICE PUBLISHED PURSUANT  TO  THE
PROVISIONS  OF SECTION 605 OF THIS ARTICLE, EXCEPT AS OTHERWISE PROVIDED
BY LAW; (C) BY ENCLOSING THE STATEMENT WITH THE NOTICE OF ANNUAL MEETING
IF SUCH NOTICE IS IN FACT MAILED TO THE MEMBERS; AND (D) BY RAISING  THE
ISSUE FOR APPROVAL AT THE NEXT ANNUAL MEETING OF THE MEMBERS.
  (D)  IF  ANY  ACTION  WITH RESPECT TO INDEMNIFICATION OF DIRECTORS AND
OFFICERS IS TAKEN BY WAY OF AMENDMENT  OF  THE  BY-LAWS,  RESOLUTION  OF
DIRECTORS,  OR  BY AGREEMENT, THEN THE CORPORATION SHALL, NOT LATER THAN
THE NEXT ANNUAL MEETING OF MEMBERS, UNLESS SUCH MEETING IS  HELD  WITHIN
THREE  MONTHS  FROM  THE  DATE OF SUCH ACTION, AND, IN ANY EVENT, WITHIN
FIFTEEN MONTHS FROM THE DATE OF SUCH ACTION,  MAIL  TO  ITS  MEMBERS  OF
RECORD  AT  THE  TIME  ENTITLED  TO VOTE FOR THE ELECTION OF DIRECTORS A
STATEMENT SPECIFYING  THE  ACTION  TAKEN.  IF  THE  CORPORATION  HAS  NO
MEMBERS,  THE  STATEMENT  SHALL BE INCLUDED IN THE RECORDS OF THE CORPO-
RATION OPEN TO PUBLIC INSPECTION.
  (E) THE PROVISIONS OF THIS  ARTICLE  RELATING  TO  INDEMNIFICATION  OF
DIRECTORS  AND  OFFICERS  AND INSURANCE THEREFOR SHALL APPLY TO DOMESTIC
CORPORATIONS AND FOREIGN  CORPORATIONS  CONDUCTING  ACTIVITIES  IN  THIS
STATE, EXCEPT AS PROVIDED IN SECTION 1321 OF THIS CHAPTER.
S 726. INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  (A) SUBJECT TO PARAGRAPH (B) OF THIS SECTION, A CORPORATION SHALL HAVE
POWER TO PURCHASE AND MAINTAIN INSURANCE:
  (1) TO INDEMNIFY THE CORPORATION FOR ANY OBLIGATION WHICH IT INCURS AS
A  RESULT  OF  THE  INDEMNIFICATION  OF DIRECTORS AND OFFICERS UNDER THE
PROVISIONS OF THIS ARTICLE, AND
  (2) TO INDEMNIFY DIRECTORS AND OFFICERS IN INSTANCES IN WHICH THEY MAY
BE INDEMNIFIED BY THE CORPORATION UNDER THE PROVISIONS OF THIS  ARTICLE,
AND
  (3) TO INDEMNIFY DIRECTORS AND OFFICERS IN INSTANCES IN WHICH THEY MAY
NOT  OTHERWISE BE INDEMNIFIED BY THE CORPORATION UNDER THE PROVISIONS OF
THIS ARTICLE PROVIDED THE CONTRACT OF INSURANCE COVERING SUCH  DIRECTORS
AND  OFFICERS  PROVIDES, IN A MANNER ACCEPTABLE TO THE SUPERINTENDENT OF
INSURANCE, FOR A RETENTION AMOUNT AND FOR CO-INSURANCE.
  (B) NO INSURANCE UNDER PARAGRAPH (A) OF THIS SECTION MAY  PROVIDE  FOR
ANY PAYMENT, OTHER THAN COST OF DEFENSE, TO OR ON BEHALF OF ANY DIRECTOR
OR OFFICER:

S. 3755                            64

  (1)  IF  A JUDGMENT OR OTHER FINAL ADJUDICATION ADVERSE TO THE INSURED
DIRECTOR OR OFFICER ESTABLISHES THAT HIS  OR  HER  ACTS  OF  ACTIVE  AND
DELIBERATE  DISHONESTY  WERE  MATERIAL TO THE CAUSE OF ACTION SO ADJUDI-
CATED, OR THAT HE OR SHE PERSONALLY GAINED IN FACT A FINANCIAL PROFIT OR
OTHER ADVANTAGE TO WHICH HE OR SHE WAS NOT LEGALLY ENTITLED, OR
  (2) IN RELATION TO ANY RISK THE INSURANCE OF WHICH IS PROHIBITED UNDER
THE INSURANCE LAW OF THIS STATE.
  (C)  INSURANCE UNDER ANY OR ALL SUBPARAGRAPHS OF PARAGRAPH (A) OF THIS
SECTION MAY BE INCLUDED IN A  SINGLE  CONTRACT  OR  SUPPLEMENT  THERETO.
RETROSPECTIVE RATED CONTRACTS ARE PROHIBITED.
  (D) THE CORPORATION SHALL, WITHIN THE TIME AND TO THE PERSONS PROVIDED
IN  PARAGRAPH  (C)  OF  SECTION 725 OF THIS ARTICLE, MAIL A STATEMENT IN
RESPECT TO ANY INSURANCE IT HAS PURCHASED OR RENEWED UNDER THIS SECTION,
SPECIFYING THE INSURANCE CARRIER, DATE OF  THE  CONTRACT,  COST  OF  THE
INSURANCE,  CORPORATE  POSITIONS INSURED, AND A STATEMENT EXPLAINING ALL
SUMS, NOT PREVIOUSLY REPORTED IN A STATEMENT TO MEMBERS, PAID UNDER  ANY
INDEMNIFICATION  INSURANCE CONTRACT. NOTWITHSTANDING ANY OTHER PROVISION
OF LAW, A CEMETERY CORPORATION OR A RELIGIOUS CORPORATION HAVING MEMBERS
WHICH PURCHASES OR RENEWS ANY INSURANCE UNDER  THIS  SECTION  AFTER  THE
EFFECTIVE  DATE  OF  THIS  PARAGRAPH,  WHICH CORPORATION HAD TWO HUNDRED
FIFTY OR MORE INTERMENTS IN THE CALENDAR YEAR PRECEDING SUCH PURCHASE OR
RENEWAL, SHALL MAIL THE STATEMENT REQUIRED  BY  THIS  SECTION  TO  EVERY
PERSON  TO WHOM A CARE NOTICE OR SOLICITATION FOR SERVICES HAS BEEN SENT
DURING SUCH CALENDAR YEAR AND TO EVERY PERSON TO WHOM A NOTICE OF ANNUAL
MEETING WAS MAILED DURING SUCH CALENDAR YEAR, BUT IN NO  EVENT  TO  LESS
THAN  TEN  PER  CENTUM  OF THE LOT OWNERS OF RECORD DURING SUCH CALENDAR
YEAR. SUCH CORPORATION SHALL NOT BE  REQUIRED  TO  MAIL  SUCH  STATEMENT
DURING  ANY  SUBSEQUENT  YEAR,  UNLESS  SUCH  CORPORATION ELECTS TO MAIL
NOTICES OF ANNUAL MEETING TO ITS MEMBERS IN WHICH  EVENT  THE  STATEMENT
SHALL BE ENCLOSED AS PROVIDED IN CLAUSE (C) OF SUBPARAGRAPH (3) OF PARA-
GRAPH  (C)  OF  SECTION  725 OF THIS ARTICLE.  A CORPORATION HAVING LESS
THAN TWO HUNDRED FIFTY INTERMENTS IN THE CALENDAR  YEAR  PRECEDING  SUCH
PURCHASE  OR RENEWAL SHALL NOT BE REQUIRED TO MAIL SUCH STATEMENT UNLESS
SUCH CORPORATION ELECTS TO MAIL NOTICES OF ANNUAL MEETING TO ITS MEMBERS
IN WHICH EVENT THE STATEMENT SHALL BE ENCLOSED AS PROVIDED IN CLAUSE (C)
OF SUBPARAGRAPH (3) OF PARAGRAPH (C) OF SECTION 725 OF THIS ARTICLE.
  S 8. Article 8 of the not-for-profit corporation law is REPEALED and a
new article 8 is added to read as follows:
                                 ARTICLE 8
                         AMENDMENTS AND CHANGES
SECTION 801. RIGHT TO AMEND CERTIFICATE OF INCORPORATION.
        802. AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS VOTE.
        803. CLASS VOTING ON AMENDMENT.
        804. CERTIFICATE OF AMENDMENT; CONTENTS.
        805. CERTIFICATE OF CHANGE; CONTENTS.
        806. APPROVALS AND EFFECT.
        807. RESTATED CERTIFICATE OF INCORPORATION.
S 801. RIGHT TO AMEND CERTIFICATE OF INCORPORATION.
  (A) A CORPORATION MAY AMEND ITS  CERTIFICATE  OF  INCORPORATION,  FROM
TIME  TO  TIME,  IN  ANY AND AS MANY RESPECTS AS MAY BE DESIRED, IF SUCH
AMENDMENT CONTAINS ONLY SUCH PROVISIONS AS MIGHT BE  LAWFULLY  CONTAINED
IN  AN ORIGINAL CERTIFICATE OF INCORPORATION FILED AT THE TIME OF MAKING
SUCH AMENDMENT. NO AMENDMENT TO A CERTIFICATE OF INCORPORATION SHALL  BE
ADOPTED  THE  EFFECT  OF  WHICH  WOULD BE TO USE ANY ASSETS RECEIVED FOR
SPECIFIC PURPOSES IN A MANNER INCONSISTENT WITH SUCH PURPOSES.

S. 3755                            65

  (B) IN PARTICULAR, AND WITHOUT LIMITATION UPON SUCH GENERAL  POWER  OF
AMENDMENT,  A  CORPORATION  MAY  AMEND ITS CERTIFICATE OF INCORPORATION,
FROM TIME TO TIME, SO AS:
  (1) TO CHANGE ITS CORPORATE NAME.
  (2) TO ENLARGE, LIMIT OR OTHERWISE CHANGE ITS CORPORATE PURPOSES.
  (3) TO SPECIFY, CHANGE OR REVOKE THE VOTING RIGHTS OF ITS DIRECTORS OR
MEMBERS OR OF ANY CLASS OF MEMBERS.
  (4)  TO  SPECIFY  OR  CHANGE  THE LOCATION OF THE OFFICE OF THE CORPO-
RATION.
  (5) TO SPECIFY OR CHANGE THE POST OFFICE ADDRESS TO WHICH  THE  SECRE-
TARY  OF  STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST THE CORPORATION
SERVED UPON THE SECRETARY OF STATE.
  (6) TO MAKE, REVOKE OR CHANGE THE DESIGNATION OF A  REGISTERED  AGENT,
OR TO SPECIFY OR CHANGE THE ADDRESS OF ITS REGISTERED AGENT.
  (7)  TO  EXTEND THE DURATION OF THE CORPORATION OR, IF THE CORPORATION
CEASED TO EXIST BECAUSE OF THE EXPIRATION OF THE DURATION  SPECIFIED  IN
ITS CERTIFICATE OF INCORPORATION, TO REVIVE ITS EXISTENCE.
  (8)  TO  AUTHORIZE THE ISSUANCE OF CAPITAL CERTIFICATES AND TO FIX THE
FACE VALUE AND TERMS OF SUCH CERTIFICATES AND THE RIGHTS AND  PRIVILEGES
OF  THEIR  HOLDERS  AND THE MANNER IN WHICH THE TERMS, RIGHTS AND PRIVI-
LEGES MAY BE AMENDED AND TO CONFER UPON THE HOLDERS OF SUCH CERTIFICATES
THE RIGHT TO VOTE IN THE  ELECTION  OF  DIRECTORS  AND  UPON  ANY  OTHER
MATTERS AS MAY BE SET FORTH.
  (9)  TO  STRIKE OUT, CHANGE OR ADD ANY PROVISION NOT INCONSISTENT WITH
THIS CHAPTER OR ANY OTHER STATUTE RELATING TO THE AFFAIRS OF THE  CORPO-
RATION,  ITS  RIGHTS  OR  POWERS OR THE RIGHTS OR POWERS OF ITS MEMBERS,
DIRECTORS OR OFFICERS, INCLUDING ANY PROVISION WHICH UNDER THIS  CHAPTER
IS  REQUIRED  OR PERMITTED TO BE SET FORTH IN THE BY-LAWS, EXCEPT THAT A
CERTIFICATE OF AMENDMENT MAY NOT BE FILED WHEREIN THE  DURATION  OF  THE
CORPORATION SHALL BE REDUCED.
  (C)  A  CORPORATION  CREATED  BY SPECIAL ACT MAY ACCOMPLISH ANY OR ALL
AMENDMENTS PERMITTED IN THIS ARTICLE, IN THE MANNER AND SUBJECT  TO  THE
CONDITIONS PROVIDED IN THIS ARTICLE.
S 802. AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS VOTE.
  (A)  AMENDMENT  OR CHANGE OF THE CERTIFICATE OF INCORPORATION SHALL BE
AUTHORIZED:
  (1) IF THERE ARE MEMBERS ENTITLED TO VOTE THEREON, BY MAJORITY VOTE OF
SUCH MEMBERS AT A MEETING AS PROVIDED IN PARAGRAPH (C) OF SECTION 613 OF
THIS CHAPTER;
  (2) IF THERE ARE NO MEMBERS ENTITLED TO VOTE THEREON,  BY  VOTE  OF  A
MAJORITY OF THE ENTIRE BOARD;
PROVIDED,  HOWEVER, THAT WHENEVER THE CERTIFICATE OF INCORPORATION SHALL
REQUIRE ACTION BY THE BOARD OF DIRECTORS OR THE MEMBERS BY A VOTE  OF  A
GREATER  NUMBER  OR  PERCENTAGE  THAN IS REQUIRED BY ANY SECTION OF THIS
ARTICLE, THE PROVISION OF THE  CERTIFICATE  OF  INCORPORATION  REQUIRING
SUCH  GREATER  VOTE  SHALL NOT BE ALTERED, AMENDED OR REPEALED EXCEPT BY
SUCH GREATER VOTE.
  (B) ALTERNATIVELY, ANY ONE OR MORE OF THE  FOLLOWING  CHANGES  MAY  BE
AUTHORIZED BY OR PURSUANT TO AUTHORIZATION OF THE BOARD:
  (1) TO SPECIFY OR CHANGE THE LOCATION OF THE CORPORATION'S OFFICE.
  (2)  TO  SPECIFY OR CHANGE THE POST OFFICE ADDRESS TO WHICH THE SECRE-
TARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST  THE  CORPORATION
SERVED UPON THE SECRETARY OF STATE.
  (3)  TO  MAKE, REVOKE OR CHANGE THE DESIGNATION OF A REGISTERED AGENT,
OR TO SPECIFY OR CHANGE THE ADDRESS OF ITS REGISTERED AGENT.

S. 3755                            66

  (C) THIS SECTION SHALL NOT ALTER THE VOTE  REQUIRED  UNDER  ANY  OTHER
SECTION  FOR  THE AUTHORIZATION OF AN AMENDMENT REFERRED TO THEREIN, NOR
ALTER THE AUTHORITY OF THE BOARD TO AUTHORIZE AMENDMENTS UNDER ANY OTHER
SECTION.
S 803. CLASS VOTING ON AMENDMENT.
  NOTWITHSTANDING  ANY  PROVISION IN THE CERTIFICATE OF INCORPORATION OR
BY-LAWS, MEMBERS OF A CLASS SHALL BE ENTITLED TO VOTE AND TO VOTE  AS  A
CLASS  UPON  THE  AUTHORIZATION  OF AN AMENDMENT AND, IN ADDITION TO THE
AUTHORIZATION OF THE AMENDMENT BY A MAJORITY OF ALL MEMBERS ENTITLED  TO
VOTE  THEREON,  THE  AMENDMENT  SHALL BE AUTHORIZED BY A MAJORITY OF THE
MEMBERS OF THE CLASS WHEN A PROPOSED AMENDMENT WOULD  EXCLUDE  OR  LIMIT
THEIR  RIGHT  TO VOTE ON ANY MATTER, EXCEPT AS SUCH RIGHT MAY BE LIMITED
BY VOTING RIGHTS GIVEN TO MEMBERS OF ANY EXISTING OR NEW CLASS.
S 804. CERTIFICATE OF AMENDMENT; CONTENTS.
  (A) TO ACCOMPLISH ANY AMENDMENT, A CERTIFICATE OF  AMENDMENT  ENTITLED
"CERTIFICATE  OF  AMENDMENT  OF  THE  CERTIFICATE  OF  INCORPORATION  OF
................................... (NAME OF CORPORATION) UNDER  SECTION
804  OF THE NON-PROFIT CORPORATION LAW" SHALL BE SIGNED AND DELIVERED TO
THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
  (1) THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE  NAME
UNDER WHICH IT WAS FORMED.
  (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
MENT OF STATE AND THE LAW UNDER WHICH IT WAS FORMED.
  (3)  EACH AMENDMENT EFFECTED THEREBY, SETTING FORTH THE SUBJECT MATTER
OF EACH PROVISION OF THE CERTIFICATE OF INCORPORATION  WHICH  IS  TO  BE
AMENDED  OR ELIMINATED AND THE FULL TEXT OF THE PROVISION OR PROVISIONS,
IF ANY, WHICH ARE TO BE SUBSTITUTED OR ADDED.
  (4) THE MANNER IN WHICH THE AMENDMENT OF THE CERTIFICATE  OF  INCORPO-
RATION WAS AUTHORIZED.
  (B) ANY NUMBER OF AMENDMENTS OR CHANGES MAY BE INCLUDED IN ONE CERTIF-
ICATE  UNDER  THIS SECTION. SUCH CERTIFICATE MAY ALSO INCLUDE ANY AMEND-
MENTS OR CHANGES PERMITTED BY  OTHER  SECTIONS  AND  IN  THAT  CASE  THE
CERTIFICATE  SHALL  SET  FORTH  ANY ADDITIONAL STATEMENT REQUIRED BY ANY
OTHER SECTION SPECIFYING THE CONTENTS OF A CERTIFICATE  TO  EFFECT  SUCH
AMENDMENT OR CHANGE.
S 805.  CERTIFICATE OF CHANGE; CONTENTS.
  (A)  ANY  ONE  OR  MORE  OF THE CHANGES AUTHORIZED BY PARAGRAPH (B) OF
SECTION 802 OF THIS ARTICLE (AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS
VOTE) MAY BE ACCOMPLISHED BY FILING A CERTIFICATE OF CHANGE WHICH  SHALL
BE        ENTITLED        "CERTIFICATE        OF        CHANGE        OF
......................................... (NAME  OF  CORPORATION)  UNDER
SECTION  805  OF THE NON-PROFIT CORPORATION LAW" AND SHALL BE SIGNED AND
DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
  (1) THE NAME OF THE CORPORATION AND IF IT HAS BEEN CHANGED,  THE  NAME
UNDER WHICH IT WAS FORMED.
  (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
MENT OF STATE.
  (3) EACH CHANGE EFFECTED THEREBY.
  (4) THE MANNER IN WHICH THE CHANGE WAS AUTHORIZED.
  (B) A CERTIFICATE OF CHANGE WHICH CHANGES ONLY THE POST OFFICE ADDRESS
TO WHICH THE SECRETARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST
THE CORPORATION SERVED UPON THE SECRETARY OF STATE OR THE ADDRESS OF THE
REGISTERED  AGENT, PROVIDED SUCH ADDRESS BEING CHANGED IS THE ADDRESS OF
A PERSON, PARTNERSHIP OR OTHER CORPORATION WHOSE ADDRESS, AS  AGENT,  IS
THE ADDRESS TO BE CHANGED OR WHO HAS BEEN DESIGNATED AS REGISTERED AGENT
FOR  SUCH  CORPORATION, MAY BE SIGNED AND DELIVERED TO THE DEPARTMENT OF

S. 3755                            67

STATE BY SUCH AGENT. THE CERTIFICATE  OF  CHANGE  SHALL  SET  FORTH  THE
STATEMENTS  REQUIRED  UNDER  SUBPARAGRAPHS (1), (2) AND (3) OF PARAGRAPH
(A) OF THIS SECTION; THAT A NOTICE OF THE PROPOSED CHANGE WAS MAILED  TO
THE CORPORATION BY THE PARTY SIGNING THE CERTIFICATE NOT LESS THAN THIR-
TY  DAYS  PRIOR  TO THE DATE OF DELIVERY TO THE DEPARTMENT AND THAT SUCH
CORPORATION HAS NOT OBJECTED THERETO; AND THAT  THE  PARTY  SIGNING  THE
CERTIFICATE IS THE AGENT OF SUCH CORPORATION TO WHOSE ADDRESS THE SECRE-
TARY  OF  STATE  IS REQUIRED TO MAIL COPIES OF PROCESS OR THE REGISTERED
AGENT, IF SUCH BE THE CASE. A CERTIFICATE  SIGNED  AND  DELIVERED  UNDER
THIS PARAGRAPH SHALL NOT BE DEEMED TO EFFECT A CHANGE OF LOCATION OF THE
OFFICE OF THE CORPORATION IN WHOSE BEHALF SUCH CERTIFICATE IS FILED.
S 806.  APPROVALS AND EFFECT.
  (A) A CERTIFICATE OF AMENDMENT SHALL BE DELIVERED TO THE DEPARTMENT OF
STATE.  UPON  THE FILING OF A CERTIFICATE OF AMENDMENT BY THE DEPARTMENT
OF STATE, THE CORPORATION SHALL SUBMIT A CERTIFIED COPY OF SUCH  CERTIF-
ICATE  WITHIN  THIRTY DAYS OF THE FILING THEREOF TO SUCH OTHER PERSON OR
GOVERNMENTAL BODY AS DESIGNATED IN SECTION 404 OF THIS CHAPTER.
  (B) THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE OF  AMENDMENT
REVIVING  THE  EXISTENCE OF A CORPORATION IF THE NAME OF THE CORPORATION
BEING REVIVED IS NOT AVAILABLE UNDER SECTION 301 OF THIS CHAPTER FOR USE
BY A CORPORATION THEN  BEING  FORMED  UNDER  THIS  CHAPTER,  UNLESS  THE
CERTIFICATE OF AMENDMENT SHALL CHANGE THE NAME TO ONE WHICH IS AVAILABLE
FOR SUCH USE.
  (C)  NO  AMENDMENT OR CHANGE SHALL AFFECT ANY EXISTING CAUSE OF ACTION
IN FAVOR OF OR AGAINST THE CORPORATION, OR ANY PENDING SUIT TO WHICH  IT
SHALL  BE A PARTY, OR THE EXISTING RIGHTS OF PERSONS OTHER THAN MEMBERS;
AND IN THE EVENT THE CORPORATE NAME SHALL BE CHANGED, NO SUIT BROUGHT BY
OR AGAINST THE CORPORATION UNDER ITS FORMER NAME SHALL  ABATE  FOR  THAT
REASON.
  (D)  AMENDMENT  OF  PURPOSES  SHALL  NOT  PREVENT THE CORPORATION FROM
APPLYING ASSETS  ACQUIRED  PRIOR  TO  SUCH  AMENDMENT  TO  SUCH  AMENDED
PURPOSES,  PROVIDED THAT THE CORPORATION SHALL ABIDE BY ANY GIFT INSTRU-
MENT FOR ASSETS RECEIVED FOR SPECIFIC PURPOSES PRIOR TO SUCH AMENDMENT.
S 807. RESTATED CERTIFICATE OF INCORPORATION.
  (A) A CORPORATION, WHEN AUTHORIZED BY THE  BOARD,  MAY  RESTATE  IN  A
SINGLE  CERTIFICATE THE TEXT OF ITS CERTIFICATE OF INCORPORATION WITHOUT
MAKING ANY AMENDMENT OR CHANGE THEREBY, EXCEPT THAT IT MAY  INCLUDE  ANY
ONE  OR MORE OF THE AMENDMENTS OR CHANGES WHICH MAY BE AUTHORIZED BY THE
BOARD WITHOUT A VOTE OF MEMBERS UNDER  THIS  CHAPTER.  ALTERNATIVELY,  A
CORPORATION  MAY RESTATE IN A SINGLE CERTIFICATE THE TEXT OF ITS CERTIF-
ICATE OF INCORPORATION AS AMENDED THEREBY TO EFFECT ANY ONE OR  MORE  OF
THE AMENDMENTS OR CHANGES AUTHORIZED BY THIS CHAPTER, WHEN AUTHORIZED AS
REQUIRED BY SECTION 802 OF THIS ARTICLE.
  (B)  A  RESTATED  CERTIFICATE  OF  INCORPORATION,  ENTITLED  "RESTATED
CERTIFICATE OF INCORPORATION  OF  ......................................
(NAME  OF  CORPORATION)  UNDER SECTION 807 OF THE NON-PROFIT CORPORATION
LAW", SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL
SET FORTH:
  (1) THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE  NAME
UNDER WHICH IT WAS FORMED.
  (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
MENT OF STATE.
  (3)  IF  THE RESTATED CERTIFICATE RESTATES THE TEXT OF THE CERTIFICATE
OF INCORPORATION WITHOUT MAKING ANY AMENDMENT OR CHANGE, THEN  A  STATE-
MENT  THAT  THE  TEXT  OF  THE  CERTIFICATE  OF INCORPORATION IS THEREBY

S. 3755                            68

RESTATED WITHOUT AMENDMENT OR CHANGE TO READ AS  THEREIN  SET  FORTH  IN
FULL.
  (4)  IF  THE RESTATED CERTIFICATE RESTATES THE TEXT OF THE CERTIFICATE
OF INCORPORATION AS AMENDED OR CHANGED THEREBY, THEN  A  STATEMENT  THAT
THE  CERTIFICATE OF INCORPORATION IS AMENDED OR CHANGED TO EFFECT ONE OR
MORE OF THE AMENDMENTS OR CHANGES AUTHORIZED BY THIS CHAPTER, SPECIFYING
EACH SUCH AMENDMENT OR CHANGE AND THAT THE TEXT OF  THE  CERTIFICATE  OF
INCORPORATION IS THEREBY RESTATED AS AMENDED OR CHANGED TO READ AS THER-
EIN SET FORTH IN FULL.
  (5) THE MANNER IN WHICH THE RESTATEMENT OF THE CERTIFICATE OF INCORPO-
RATION WAS AUTHORIZED.
  (C)  A  RESTATED  CERTIFICATE  NEED  NOT  INCLUDE STATEMENTS AS TO THE
INCORPORATOR OR INCORPORATORS, OR THE FIRST DIRECTORS.
  (D) ANY AMENDMENT OR CHANGE UNDER THIS SECTION SHALL BE SUBJECT TO ANY
OTHER SECTION, NOT INCONSISTENT WITH THIS SECTION, WHICH WOULD BE APPLI-
CABLE IF A SEPARATE CERTIFICATE WERE FILED TO EFFECT SUCH  AMENDMENT  OR
CHANGE.
  (E)  NOTWITHSTANDING  THAT  THE  CORPORATION  WOULD BE REQUIRED BY ANY
STATUTE TO SECURE FROM ANY SUPREME COURT JUSTICE, GOVERNMENTAL  BODY  OR
OFFICER,  OR OTHER PERSON OR BODY, ANY CONSENT OR APPROVAL TO THE FILING
OF ITS CERTIFICATE OF INCORPORATION OR A CERTIFICATE OF AMENDMENT,  SUCH
CONSENT  OR  APPROVAL  SHALL  NOT BE REQUIRED WITH RESPECT TO A RESTATED
CERTIFICATE IF SUCH CERTIFICATE MAKES NO AMENDMENT AND IF ANY PREVIOUSLY
REQUIRED CONSENT OR APPROVAL HAD BEEN SECURED.
  (F) UPON FILING BY THE DEPARTMENT, THE ORIGINAL CERTIFICATE OF  INCOR-
PORATION  SHALL  BE  SUPERSEDED AND THE RESTATED CERTIFICATE OF INCORPO-
RATION, INCLUDING ANY AMENDMENTS AND CHANGES MADE THEREBY, SHALL BE  THE
CERTIFICATE OF INCORPORATION OF THE CORPORATION.
  S 9. Article 9 of the not-for-profit corporation law is REPEALED and a
new article 9 is added to read as follows:
                                 ARTICLE 9
                         MERGER OR CONSOLIDATION
SECTION 901. POWER OF MERGER OR CONSOLIDATION.
        902. PLAN OF MERGER OR CONSOLIDATION.
        903. APPROVAL OF PLAN.
        904. CERTIFICATE OF MERGER OR CONSOLIDATION; CONTENTS.
        905. EFFECT OF MERGER OR CONSOLIDATION.
        906. MERGER  OR  CONSOLIDATION  OF  DOMESTIC  AND FOREIGN CORPO-
               RATIONS.
        907. APPROVAL BY THE SUPREME COURT.
        908. MERGER OR CONSOLIDATION OF BUSINESS AND  NON-PROFIT  CORPO-
               RATIONS.
        909. FILING NOTICES, APPROVALS OR CONSENTS.
        910. MERGER  OR  CONSOLIDATION  OF CORPORATIONS FORMED UNDER THE
               RELIGIOUS CORPORATIONS LAW AND CERTAIN OTHER CORPORATIONS
               FORMED FOR RELIGIOUS PURPOSES.
S 901. POWER OF MERGER OR CONSOLIDATION.
  (A) TWO OR MORE DOMESTIC CORPORATIONS OR ONE OR MORE  DOMESTIC  CORPO-
RATIONS  AND  ONE  OR MORE FOREIGN CORPORATIONS MAY, AS PROVIDED IN THIS
CHAPTER:
  (1) MERGE INTO A SINGLE CORPORATION WHICH SHALL BE ONE OF THE CONSTIT-
UENT CORPORATIONS; OR
  (2) CONSOLIDATE INTO A SINGLE CORPORATION WHICH SHALL BE A NEW  CORPO-
RATION TO BE FORMED PURSUANT TO THE CONSOLIDATION.
  (B) WHENEVER USED IN THIS ARTICLE:

S. 3755                            69

  (1)  "MERGER" MEANS A PROCEDURE OF THE CHARACTER DESCRIBED IN SUBPARA-
GRAPH (1) OF PARAGRAPH (A) OF THIS SECTION.
  (2)  "CONSOLIDATION"  MEANS  A PROCEDURE OF THE CHARACTER DESCRIBED IN
SUBPARAGRAPH (2) OF PARAGRAPH (A) OF THIS SECTION.
  (3) "CONSTITUENT CORPORATION" MEANS AN EXISTING  DOMESTIC  OR  FOREIGN
CORPORATION  THAT  IS  PARTICIPATING IN THE MERGER OR CONSOLIDATION WITH
ONE OR MORE OTHER CORPORATIONS.
  (4) "SURVIVING CORPORATION" MEANS  THE  CONSTITUENT  CORPORATION  INTO
WHICH ONE OR MORE OTHER CONSTITUENT CORPORATIONS ARE MERGED.
  (5)  "CONSOLIDATED  CORPORATION"  MEANS THE NEW CORPORATION INTO WHICH
TWO OR MORE CONSTITUENT CORPORATIONS ARE CONSOLIDATED.
S 902. PLAN OF MERGER OR CONSOLIDATION.
  (A) THE BOARD OF EACH CONSTITUENT CORPORATION PROPOSING TO PARTICIPATE
IN A MERGER OR CONSOLIDATION UNDER SECTION 901  OF  THIS  ARTICLE  SHALL
ADOPT A PLAN OF MERGER OR CONSOLIDATION, SETTING FORTH:
  (1) THE NAME OF EACH CONSTITUENT CORPORATION AND IF THE NAME OF ANY OF
THEM  HAS BEEN CHANGED, THE NAME UNDER WHICH IT WAS FORMED, AND THE NAME
OF THE SURVIVING CORPORATION, OR THE NAME OR THE METHOD  OF  DETERMINING
IT, OF THE CONSOLIDATED CORPORATION.
  (2)  AS  TO EACH CONSTITUENT CORPORATION, A DESCRIPTION OF THE MEMBER-
SHIP AND HOLDERS OF ANY CERTIFICATES EVIDENCING  CAPITAL  CONTRIBUTIONS,
INCLUDING THEIR NUMBER, CLASSIFICATION, AND VOTING RIGHTS, IF ANY.
  (3)  THE TERMS AND CONDITIONS OF THE PROPOSED MERGER OR CONSOLIDATION,
INCLUDING THE MANNER AND BASIS OF CONVERTING MEMBERSHIP OR OTHER  INTER-
EST IN EACH CONSTITUENT CORPORATION INTO MEMBERSHIP OR OTHER INTEREST IN
THE SURVIVING OR CONSOLIDATED  CORPORATION, OR THE CASH OR OTHER CONSID-
ERATION  TO  BE  PAID  OR  DELIVERED IN EXCHANGE FOR MEMBERSHIP OR OTHER
INTEREST IN EACH CONSTITUENT CORPORATION, OR A COMBINATION THEREOF.
  (4) IN CASE OF MERGER, A STATEMENT OF ANY AMENDMENTS OR CHANGES IN THE
CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION TO BE EFFECTED
BY SUCH MERGER; IN CASE OF CONSOLIDATION, ALL STATEMENTS REQUIRED TO  BE
INCLUDED  IN  A  CERTIFICATE  OF  INCORPORATION FOR A CORPORATION FORMED
UNDER THIS CHAPTER, EXCEPT STATEMENTS AS TO FACTS NOT AVAILABLE  AT  THE
TIME THE PLAN OF CONSOLIDATION IS ADOPTED BY THE BOARD.
  (5)  IN  CASE  OF  A MERGER OR CONSOLIDATION UNDER SECTION 906 OF THIS
ARTICLE, A STATEMENT OF ANY AGREEMENTS REQUIRED BY CLAUSE (D) OF SUBPAR-
AGRAPH (2) OF PARAGRAPH (D) OF SECTION 906 OF THIS ARTICLE.
  (6) SUCH OTHER PROVISIONS WITH  RESPECT  TO  THE  PROPOSED  MERGER  OR
CONSOLIDATION AS THE BOARD CONSIDERS NECESSARY OR DESIRABLE.
S 903. APPROVAL OF PLAN.
  (A)  THE  PLAN OF MERGER OR CONSOLIDATION OF EACH DOMESTIC CONSTITUENT
CORPORATION SHALL BE APPROVED IN ACCORDANCE WITH THE FOLLOWING:
  (1) IF THE MERGING OR CONSOLIDATING CORPORATION HAS NO  MEMBERS  ENTI-
TLED  TO  VOTE  THEREON,  UPON ADOPTION BY THE BOARD OF SUCH CORPORATION
PURSUANT TO SECTION 902 OF THIS  ARTICLE.
  (2) IF THE MERGING OR CONSOLIDATING CORPORATION HAS  MEMBERS  ENTITLED
TO  VOTE  THEREON, AFTER ADOPTION BY THE BOARD OF SUCH CORPORATION, UPON
ADOPTION AT A MEETING OF THE MEMBERS BY TWO-THIRDS VOTE AS  PROVIDED  IN
PARAGRAPH (C) OF SECTION 613 OF THIS CHAPTER. NOTICE OF MEETING SHALL BE
GIVEN  TO  EACH  MEMBER  WHETHER OR NOT ENTITLED TO VOTE. A COPY  OF THE
PLAN OF MERGER OR CONSOLIDATION OR AN OUTLINE OF THE  MATERIAL  FEATURES
OF THE PLAN SHALL ACCOMPANY SUCH NOTICE.
  (B)  NOTWITHSTANDING  AUTHORIZATION  AS  PROVIDED  HEREIN, AT ANY TIME
PRIOR TO THE FILING OF THE CERTIFICATE OF MERGER OR  CONSOLIDATION,  THE
PLAN OF MERGER OR CONSOLIDATION MAY BE ABANDONED PURSUANT TO A PROVISION

S. 3755                            70

FOR SUCH ABANDONMENT, IF ANY, CONTAINED IN THE PLAN OF MERGER OR CONSOL-
IDATION.
S 904. CERTIFICATE OF MERGER OR CONSOLIDATION; CONTENTS.
  (A)  AFTER  ADOPTION OF THE PLAN OF MERGER OR CONSOLIDATION UNLESS THE
MERGER OR CONSOLIDATION IS ABANDONED IN ACCORDANCE WITH PARAGRAPH (B) OF
SECTION 903 OF THIS ARTICLE A CERTIFICATE OF  MERGER  OR  CONSOLIDATION,
ENTITLED  "CERTIFICATE  OF  MERGER  (OR CONSOLIDATION) OF __________ AND
________ INTO (NAMES OF CORPORATIONS) UNDER SECTION 904 OF THE  NON-PRO-
FIT  CORPORATION  LAW,"  SHALL BE EXECUTED ON BEHALF OF EACH CONSTITUENT
CORPORATION AND DELIVERED TO THE  DEPARTMENT  OF  STATE.  IT  SHALL  SET
FORTH:
  (1)  THE STATEMENTS REQUIRED BY SUBPARAGRAPHS (1), (2), (3) AND (4) OF
PARAGRAPH (A) OF SECTION 902 OF THIS ARTICLE.
  (2) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION  IF  OTHER  THAN
THE  DATE OF FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY THE
DEPARTMENT OF STATE.
  (3) IN THE  CASE  OF  CONSOLIDATION,  ANY  STATEMENT  REQUIRED  TO  BE
INCLUDED IN A CERTIFICATE OF INCORPORATION FORMED UNDER THIS CHAPTER BUT
WHICH WAS OMITTED UNDER SUBPARAGRAPH (4) OF PARAGRAPH (A) OF SECTION 902
OF THIS ARTICLE.
  (4) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
CORPORATION  WAS  FILED  BY  THE  DEPARTMENT OF STATE OR, IN THE CASE OF
CONSTITUENT CORPORATIONS CREATED BY SPECIAL LAW, THE CHAPTER NUMBER  AND
YEAR OF PASSAGE OF SUCH LAW.
  (5)  THE  MANNER  IN  WHICH THE MERGER OR CONSOLIDATION WAS AUTHORIZED
WITH RESPECT TO EACH CONSTITUENT CORPORATION.
  (B) THE SURVIVING OR CONSOLIDATED CORPORATION SHALL THEREAFTER CAUSE A
COPY OF SUCH CERTIFICATE CERTIFIED BY THE DEPARTMENT  OF  STATE,  TO  BE
FILED IN THE OFFICE OF THE CLERK OF EACH COUNTY IN WHICH THE OFFICE OF A
CONSTITUENT  CORPORATION,  OTHER  THAN  THE  SURVIVING  CORPORATION,  IS
LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO IS THE RECORDING  OFFICER
OF  EACH  COUNTY  IN  THIS STATE IN WHICH REAL PROPERTY OF A CONSTITUENT
CORPORATION, OTHER THAN THE SURVIVING CORPORATION, IS SITUATED.
S 905. EFFECT OF MERGER OR CONSOLIDATION.
  (A) UPON THE FILING OF THE CERTIFICATE OF MERGER OR  CONSOLIDATION  BY
THE  DEPARTMENT  OF  STATE  OR  ON  SUCH DATE SUBSEQUENT THERETO, NOT TO
EXCEED THIRTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERG-
ER OR CONSOLIDATION SHALL BE EFFECTED.
  (B) WHEN SUCH MERGER OR CONSOLIDATION HAS BEEN EFFECTED:
  (1) SUCH  SURVIVING  OR  CONSOLIDATED  CORPORATION  SHALL  THEREAFTER,
CONSISTENTLY  WITH ITS CERTIFICATE OF INCORPORATION AS ALTERED OR ESTAB-
LISHED BY THE MERGER OR CONSOLIDATION, POSSESS ALL  THE  RIGHTS,  PRIVI-
LEGES, IMMUNITIES, POWERS AND PURPOSES OF EACH OF THE CONSTITUENT CORPO-
RATIONS.
  (2)  ALL  THE  PROPERTY, REAL AND PERSONAL, INCLUDING CAUSES OF ACTION
AND EVERY OTHER ASSET OF EACH OF  THE  CONSTITUENT  CORPORATIONS,  SHALL
VEST  IN  SUCH SURVIVING OR CONSOLIDATED CORPORATION WITHOUT FURTHER ACT
OR DEED, EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (B) OF SECTION 907 OF
THIS ARTICLE. EXCEPT AS THE COURT MAY OTHERWISE DIRECT, ANY  DISPOSITION
MADE  IN  A  WILL  OR IN ANY OTHER INSTRUMENT EXECUTED UNDER THE LAWS OF
THIS STATE, AND TAKING EFFECT AFTER SUCH MERGER OR CONSOLIDATION, TO  OR
FOR  THE  BENEFIT  OF ANY OF THE CONSTITUENT CORPORATIONS SHALL INURE TO
THE BENEFIT OF THE SURVIVING OR CONSOLIDATED CORPORATION.
  (3) THE SURVIVING OR CONSOLIDATED  CORPORATION  SHALL  ASSUME  AND  BE
LIABLE FOR ALL THE LIABILITIES, OBLIGATIONS AND PENALTIES OF EACH OF THE
CONSTITUENT  CORPORATIONS.  NO  LIABILITY OR OBLIGATION DUE OR TO BECOME

S. 3755                            71

DUE, CLAIM OR DEMAND FOR ANY CAUSE  EXISTING  AGAINST  ANY  SUCH  CORPO-
RATION, OR ANY MEMBER, OFFICER OR DIRECTOR THEREOF, SHALL BE RELEASED OR
IMPAIRED  BY  SUCH  MERGER  OR  CONSOLIDATION.  NO ACTION OR PROCEEDING,
WHETHER CIVIL OR CRIMINAL, THEN PENDING BY OR AGAINST ANY SUCH CONSTITU-
ENT CORPORATION, OR ANY MEMBER, OFFICER OR DIRECTOR THEREOF, SHALL ABATE
OR BE DISCONTINUED BY SUCH MERGER OR CONSOLIDATION, BUT MAY BE ENFORCED,
PROSECUTED,  SETTLED  OR  COMPROMISED AS IF SUCH MERGER OR CONSOLIDATION
HAD NOT OCCURRED, OR SUCH SURVIVING OR CONSOLIDATED CORPORATION  MAY  BE
SUBSTITUTED  IN  SUCH  ACTION  OR  SPECIAL  PROCEEDING  IN  PLACE OF ANY
CONSTITUENT CORPORATION. EXCEPT AS THE COURT MAY OTHERWISE  DIRECT,  ANY
OBLIGATION  WITH  RESPECT  TO  ANY ASSETS RECEIVED FOR SPECIFIC PURPOSES
SHALL BE DEEMED TO CONTINUE IN AND THROUGH THE SURVIVING OR CONSOLIDATED
CORPORATION.
  (4) IN THE CASE OF A MERGER, THE CERTIFICATE OF INCORPORATION  OF  THE
SURVIVING  CORPORATION  SHALL BE AUTOMATICALLY AMENDED TO THE EXTENT, IF
ANY, THAT CHANGES IN ITS CERTIFICATE OF INCORPORATION ARE SET  FORTH  IN
THE  PLAN OF MERGER; AND, IN THE CASE OF A CONSOLIDATION, THE STATEMENTS
SET FORTH IN THE CERTIFICATE OF CONSOLIDATION AND WHICH ARE REQUIRED  OR
PERMITTED  TO BE SET FORTH IN A CERTIFICATE OF INCORPORATION OF A CORPO-
RATION FORMED UNDER THIS CHAPTER SHALL BE ITS  CERTIFICATE  OF  INCORPO-
RATION.
S 906. MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS.
  (A)  ONE  OR MORE FOREIGN CORPORATIONS AND ONE OR MORE DOMESTIC CORPO-
RATIONS MAY BE MERGED OR CONSOLIDATED INTO A CORPORATION OF  THIS  STATE
OR OF ANOTHER JURISDICTION, IF SUCH MERGER OR CONSOLIDATION IS PERMITTED
BY  THE  LAWS  OF  THE JURISDICTION UNDER WHICH EACH SUCH FOREIGN CORPO-
RATION IS INCORPORATED. WITH RESPECT TO SUCH  MERGER  OR  CONSOLIDATION,
ANY  REFERENCE  IN  PARAGRAPH  (B)  OF  SECTION 901 OF THIS ARTICLE TO A
CORPORATION SHALL, UNLESS THE CONTEXT OTHERWISE REQUIRES,  INCLUDE  BOTH
DOMESTIC AND FOREIGN CORPORATIONS.
  (B)  WITH  RESPECT TO PROCEDURE, INCLUDING ANY REQUIREMENT OF APPROVAL
BY MEMBERS, EACH DOMESTIC CORPORATION SHALL COMPLY WITH  THE  PROVISIONS
OF  THIS  CHAPTER RELATING TO MERGER OR CONSOLIDATION OF DOMESTIC CORPO-
RATIONS, AND EACH FOREIGN CORPORATION SHALL COMPLY WITH  THE  APPLICABLE
PROVISIONS  OF  THE  LAW  OF THE JURISDICTION UNDER WHICH IT IS INCORPO-
RATED.
  (C) IF THE SURVIVING OR CONSOLIDATED CORPORATION IS, OR IS  TO  BE,  A
DOMESTIC  CORPORATION, A CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE
SIGNED, VERIFIED AND DELIVERED TO THE DEPARTMENT OF STATE AS PROVIDED IN
SECTION 904 OF THIS ARTICLE. IN ADDITION TO  THE  MATTERS  SPECIFIED  IN
SUCH  SECTION,  THE  CERTIFICATE  SHALL SET FORTH AS TO EACH CONSTITUENT
FOREIGN CORPORATION THE JURISDICTION AND DATE OF ITS  INCORPORATION  AND
THE  DATE  WHEN  ITS  APPLICATION FOR AUTHORITY TO CONDUCT ACTIVITIES IN
THIS STATE WAS FILED BY THE DEPARTMENT OF STATE, AND ITS FICTITIOUS NAME
USED IN THIS STATE PURSUANT TO ARTICLE 13 OF THIS CHAPTER,  IF  APPLICA-
BLE,  OR,  IF  NO  SUCH  APPLICATION HAS BEEN FILED, A STATEMENT TO SUCH
EFFECT.
  (D) IF THE SURVIVING OR CONSOLIDATED CORPORATION  IS,  OR  IS  TO  BE,
FORMED UNDER THE LAW OF ANY JURISDICTION OTHER THAN THIS STATE:
  (1)  IT  SHALL  COMPLY WITH THE PROVISIONS OF THIS CHAPTER RELATING TO
FOREIGN CORPORATIONS IF IT IS TO CONDUCT ACTIVITIES IN THIS STATE.
  (2) IT SHALL DELIVER TO THE DEPARTMENT OF STATE A  CERTIFICATE,  ENTI-
TLED   "CERTIFICATE  OF  MERGER  (OR  CONSOLIDATION)  OF  .........  AND
.........  INTO ......... (NAMES OF CORPORATIONS) UNDER SECTION  906  OF
THE NON-PROFIT CORPORATION LAW", WHICH SHALL BE SIGNED ON BEHALF OF EACH
CONSTITUENT DOMESTIC AND FOREIGN CORPORATION. IT SHALL SET FORTH:

S. 3755                            72

  (A)  THE  STATEMENTS  REQUIRED BY SUBPARAGRAPHS (1), (2), (3), (4) AND
(5) OF PARAGRAPH (A) OF SECTION 902 OF THIS ARTICLE.
  (B)  THE  JURISDICTION  AND  DATE OF INCORPORATION OF THE SURVIVING OR
CONSOLIDATED FOREIGN CORPORATION, THE  DATE  WHEN  ITS  APPLICATION  FOR
AUTHORITY  TO  CONDUCT ACTIVITIES IN THIS STATE WAS FILED BY THE DEPART-
MENT OF STATE, AND ITS FICTITIOUS NAME USED IN THIS  STATE  PURSUANT  TO
ARTICLE  13  OF  THIS CHAPTER, IF APPLICABLE, OR, IF NO SUCH APPLICATION
HAS BEEN FILED, A STATEMENT TO SUCH EFFECT AND THAT IT IS NOT TO CONDUCT
ACTIVITIES IN THIS STATE UNTIL AN APPLICATION FOR SUCH  AUTHORITY  SHALL
HAVE BEEN FILED BY SUCH DEPARTMENT.
  (C) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
DOMESTIC CORPORATION WAS FILED BY THE DEPARTMENT OF STATE AND THE JURIS-
DICTION  AND  DATE  OF  INCORPORATION OF EACH CONSTITUENT FOREIGN CORPO-
RATION, OTHER THAN THE SURVIVING OR  CONSOLIDATED  FOREIGN  CORPORATION,
AND;  IN  THE CASE OF EACH SUCH CORPORATION AUTHORIZED TO CONDUCT ACTIV-
ITIES IN THIS STATE, THE DATE WHEN ITS  APPLICATION  FOR  AUTHORITY  WAS
FILED BY THE DEPARTMENT OF STATE.
  (D)  AN  AGREEMENT  THAT  THE SURVIVING OR CONSOLIDATED FOREIGN CORPO-
RATION MAY BE SERVED WITH PROCESS IN THIS STATE IN ANY ACTION OR SPECIAL
PROCEEDING FOR THE ENFORCEMENT OF ANY LIABILITY  OR  OBLIGATION  OF  ANY
DOMESTIC  CORPORATION OR OF ANY FOREIGN CORPORATION, PREVIOUSLY AMENABLE
TO SUIT IN THIS STATE, WHICH IS A CONSTITUENT CORPORATION IN SUCH MERGER
OR CONSOLIDATION, AND AN AGREEMENT THAT THE  SURVIVING  OR  CONSOLIDATED
FOREIGN CORPORATION MAY BE SUED IN THIS STATE IN RESPECT OF ANY PROPERTY
TRANSFERRED  OR  CONVEYED TO IT AS PROVIDED IN SECTION 907 OF THIS ARTI-
CLE, OR THE USE MADE OF SUCH PROPERTY, OR ANY TRANSACTION IN  CONNECTION
THEREWITH.
  (E)  A  DESIGNATION  OF  THE SECRETARY OF STATE AS ITS AGENT UPON WHOM
PROCESS AGAINST IT MAY BE SERVED IN THE MANNER SET  FORTH  IN  PARAGRAPH
(B)  OF SECTION 306 OF THIS CHAPTER, IN ANY ACTION OR SPECIAL PROCEEDING
DESCRIBED IN CLAUSE (D) OF THIS SUBPARAGRAPH AND A POST OFFICE  ADDRESS,
WITHIN OR WITHOUT THIS STATE, TO WHICH THE SECRETARY OF STATE SHALL MAIL
A COPY OF THE PROCESS IN SUCH ACTION.
  (F)  THE  MANNER  IN  WHICH  THE  PLAN  OF MERGER OR CONSOLIDATION WAS
APPROVED WITH RESPECT TO EACH CONSTITUENT DOMESTIC CORPORATION AND  THAT
THE MERGER OR CONSOLIDATION IS PERMITTED BY THE LAWS OF THE JURISDICTION
OF EACH CONSTITUENT FOREIGN CORPORATION AND IS IN COMPLIANCE THEREWITH.
  (G)  THE  EFFECTIVE  DATE OF THE MERGER OR CONSOLIDATION IF OTHER THAN
THE DATE OF FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY  THE
DEPARTMENT OF STATE.
  (E)  UPON  THE FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY
THE DEPARTMENT OF STATE OR ON  SUCH  DATE  SUBSEQUENT  THERETO,  NOT  TO
EXCEED NINETY DAYS AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERGER
OR CONSOLIDATION SHALL BE EFFECTED.
  (F)  THE  SURVIVING  OR  CONSOLIDATED  DOMESTIC OR FOREIGN CORPORATION
SHALL THEREAFTER CAUSE A COPY OF  SUCH  CERTIFICATE,  CERTIFIED  BY  THE
DEPARTMENT  OF  STATE,  TO  BE  FILED IN THE OFFICE OF THE CLERK OF EACH
COUNTY IN WHICH THE OFFICE OF A CONSTITUENT CORPORATION, OTHER THAN  THE
SURVIVING CORPORATION, IS LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO
IS  THE  RECORDING  OFFICER  OF  EACH COUNTY IN THIS STATE IN WHICH REAL
PROPERTY OF A CONSTITUENT CORPORATION, OTHER THAN THE  SURVIVING  CORPO-
RATION, IS SITUATED.
  (G)  IF  THE  SURVIVING  OR  CONSOLIDATED CORPORATION IS, OR IS TO BE,
FORMED UNDER THE LAW OF THIS STATE, THE EFFECT OF SUCH MERGER OR CONSOL-
IDATION SHALL BE THE SAME AS IN THE CASE OF THE MERGER OR  CONSOLIDATION
OF  DOMESTIC  CORPORATIONS  UNDER  SECTION  905  OF THIS ARTICLE. IF THE

S. 3755                            73

SURVIVING OR CONSOLIDATED CORPORATION IS,  OR  IS  TO  BE,  INCORPORATED
UNDER  THE  LAW OF ANY JURISDICTION OTHER THAN THIS STATE, THE EFFECT OF
SUCH MERGER OR CONSOLIDATION SHALL BE THE SAME AS IN  THE  CASE  OF  THE
MERGER  OR CONSOLIDATION OF DOMESTIC CORPORATIONS, EXCEPT INSOFAR AS THE
LAW OF SUCH OTHER JURISDICTION PROVIDES OTHERWISE.
S 907. APPROVAL BY THE SUPREME COURT.
  (A) NO CERTIFICATE SHALL BE FILED PURSUANT  TO  SECTION  904  OF  THIS
ARTICLE, SECTION 906 OF THIS ARTICLE OR SECTION 908 OF THIS ARTICLE WITH
RESPECT  TO  A  DOMESTIC  CONSTITUENT  CORPORATION THAT IS ORGANIZED FOR
CHARITABLE PURPOSES AND THAT HOLDS ASSETS RECEIVED FOR SPECIFIC PURPOSES
UNTIL AN ORDER APPROVING THE PLAN OF MERGER OR CONSOLIDATION AND AUTHOR-
IZING THE FILING OF THE CERTIFICATE HAS BEEN MADE BY THE SUPREME  COURT,
AS  PROVIDED  IN  THIS  SECTION. A CERTIFIED COPY OF SUCH ORDER SHALL BE
ANNEXED TO THE CERTIFICATE OF MERGER OR CONSOLIDATION.  APPLICATION  FOR
THE  ORDER  MAY  BE MADE IN THE JUDICIAL DISTRICT IN WHICH THE PRINCIPAL
OFFICE OF THE SURVIVING OR CONSOLIDATED CORPORATION IS TO BE LOCATED, OR
IN WHICH THE OFFICE OF ONE OF THE DOMESTIC CONSTITUENT  CORPORATIONS  IS
LOCATED.  THE  APPLICATION  SHALL BE MADE BY DOMESTIC CONSTITUENT CORPO-
RATION AND SHALL SET FORTH BY  AFFIDAVIT  (1)  THE  PLAN  OF  MERGER  OR
CONSOLIDATION,  (2) THE APPROVAL REQUIRED BY SECTION 903 OF THIS ARTICLE
OR PARAGRAPH (B) OF SECTION 906 OF THIS  ARTICLE  FOR  EACH  CONSTITUENT
CORPORATION, AND THE MANNER IN WHICH THEY ARE HELD.
  (B)  UPON THE FILING OF THE APPLICATION THE COURT SHALL FIX A TIME FOR
HEARING THEREOF AND SHALL DIRECT THAT NOTICE THEREOF BE  GIVEN  TO  SUCH
PERSONS  AS THE COURT MAY DEEM INTERESTED, INCLUDING THE ATTORNEY GENER-
AL, ANY GOVERNMENTAL BODY OR OFFICER AND ANY OTHER PERSON OR BODY  WHOSE
CONSENT  OR APPROVAL IS REQUIRED BY SECTION 909 OF THIS ARTICLE, IN SUCH
FORM AND MANNER AS THE COURT MAY PRESCRIBE, WHICH PERSONS MAY APPEAR AND
SHOW CAUSE WHY THE APPLICATION SHOULD NOT BE GRANTED.
  (C) IF THE COURT SHALL FIND THAT ANY  OF  THE  ASSETS  OF  A  DOMESTIC
CONSTITUENT CORPORATION RECEIVED FOR SPECIFIC PURPOSES WILL BE ADVERSELY
AFFECTED  BY THE MERGER OR CONSOLIDATION, IT MAY APPROVE THE TRANSFER OR
CONVEYANCE OF THE SUBJECT ASSETS  TO  ONE  OR  MORE  OTHER  DOMESTIC  OR
FOREIGN  CORPORATIONS  OR ORGANIZATIONS ENGAGED IN SUBSTANTIALLY SIMILAR
ACTIVITIES.
S 908. MERGER OR CONSOLIDATION OF BUSINESS AND NON-PROFIT CORPORATIONS.
  (A) ONE OR MORE DOMESTIC OR FOREIGN CORPORATIONS WHICH IS, OR WOULD BE
IF FORMED UNDER THIS CHAPTER, A CORPORATION ORGANIZED AND OPERATED UNDER
SECTION 201 OF THIS CHAPTER MAY BE MERGED OR CONSOLIDATED INTO A  DOMES-
TIC  OR  FOREIGN  CORPORATION  WHICH IS, OR WOULD BE IF FORMED UNDER THE
LAWS OF THIS STATE, A CORPORATION FORMED UNDER THE BUSINESS  CORPORATION
LAW OF THIS STATE IF SUCH MERGER OR CONSOLIDATION IS NOT CONTRARY TO THE
LAW  OF  THE STATE OF INCORPORATION OF ANY CONSTITUENT CORPORATION. WITH
RESPECT TO SUCH MERGER OR CONSOLIDATION, ANY REFERENCE IN PARAGRAPH  (B)
OF  SECTION  901  OF THIS ARTICLE OR PARAGRAPH (B) OF SECTION 901 OF THE
BUSINESS CORPORATION LAW TO A  CORPORATION  SHALL,  UNLESS  THE  CONTEXT
OTHERWISE REQUIRES, INCLUDE BOTH DOMESTIC AND FOREIGN CORPORATIONS.
  (B)  WITH RESPECT TO PROCEDURE INCLUDING AUTHORIZATION BY SHAREHOLDERS
OR APPROVAL BY MEMBERS, EACH DOMESTIC BUSINESS CORPORATION SHALL  COMPLY
WITH  THE BUSINESS CORPORATION LAW, EACH DOMESTIC NON-PROFIT CORPORATION
SHALL COMPLY WITH THE PROVISIONS OF THIS CHAPTER AND EACH FOREIGN CORPO-
RATION SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF  THE  LAW  OF  THE
JURISDICTION UNDER WHICH IT IS INCORPORATED.
  (C)  THE  PLAN  OF MERGER OR CONSOLIDATION SHALL SET FORTH ALL MATTERS
REQUIRED BY SECTION 902 OF THE BUSINESS CORPORATION LAW OR  SECTION  902
OF  THIS ARTICLE AND THE TERMS AND CONDITIONS OF THE  PROPOSED MERGER OR

S. 3755                            74

CONSOLIDATION, INCLUDING THE MANNER  AND  BASIS  OF  CONVERTING  SHARES,
MEMBERSHIP  OR    OTHER  INTEREST  IN  EACH CONSTITUENT CORPORATION INTO
SHARES, BONDS OR OTHER  SECURITIES  OF  THE  SURVIVING  OR  CONSOLIDATED
CORPORATION,  OR THE CASH OR OTHER CONSIDERATION TO BE PAID OR DELIVERED
IN EXCHANGE FOR SHARES, MEMBERSHIP OR OTHER INTEREST IN EACH CONSTITUENT
CORPORATION, OR A COMBINATION THEREOF.
  (D) AFTER ADOPTION OF THE PLAN OF MERGER OR CONSOLIDATION BY THE BOARD
AND MEMBERS OR SHAREHOLDERS OF EACH CONSTITUENT CORPORATION, UNLESS  THE
MERGER OR CONSOLIDATION IS ABANDONED IN ACCORDANCE WITH PARAGRAPH (B) OF
SECTION  903  OF  THIS  ARTICLE  AND PARAGRAPH (B) OF SECTION 903 OF THE
BUSINESS CORPORATION LAW, A  CERTIFICATE  OF  MERGER  OR  CONSOLIDATION,
ENTITLED     "CERTIFICATE    OF    MERGER    (OR    CONSOLIDATION)    OF
............................   AND .............................    INTO
.........................  (NAMES  OF CORPORATIONS) UNDER SECTION 908 OF
THE NON-PROFIT CORPORATION LAW", SHALL  BE  SIGNED  ON  BEHALF  OF  EACH
CONSTITUENT CORPORATION AND DELIVERED TO THE DEPARTMENT OF STATE.
  (1)  IF  THE  SURVIVING OR CONSOLIDATED CORPORATION IS, OR IS TO BE, A
DOMESTIC CORPORATION SUCH CERTIFICATE SHALL  SET  FORTH  THE  STATEMENTS
REQUIRED BY PARAGRAPH (A) OF SECTION 904 OF THE BUSINESS CORPORATION LAW
OR PARAGRAPH (A) OF SECTION 904 OF THIS ARTICLE AND, AS TO EACH CONSTIT-
UENT  FOREIGN CORPORATION THE JURISDICTION AND DATE OF ITS INCORPORATION
AND THE  DATE WHEN ITS APPLICATION FOR AUTHORITY TO  CONDUCT  ACTIVITIES
OR DO BUSINESS IN THIS STATE WAS FILED BY THE DEPARTMENT OF STATE OR, IF
NO SUCH APPLICATION HAS BEEN FILED, A STATEMENT  TO SUCH EFFECT.
  (2)  IF  THE  SURVIVING  OR  CONSOLIDATED  CORPORATION IS, OR IS TO BE
FORMED UNDER THE LAW OF ANY JURISDICTION  OTHER  THAN  THIS  STATE  SUCH
CERTIFICATE SHALL SET FORTH:
  (A)  THE STATEMENTS REQUIRED BY SUBPARAGRAPHS (1) AND (2) OF PARAGRAPH
(A) OF SECTION NINE HUNDRED TWO  OF  THE  BUSINESS  CORPORATION  LAW  OR
SUBPARAGRAPHS  (1) AND (2) OF PARAGRAPH (A) OF SECTION 902 OF THIS ARTI-
CLE, AND THE MANNER IN WHICH THE MERGER OR CONSOLIDATION WAS  AUTHORIZED
WITH RESPECT TO EACH CONSTITUENT DOMESTIC CORPORATION.
  (B)  THE  JURISDICTION  AND  DATE OF INCORPORATION OF THE SURVIVING OR
CONSOLIDATED FOREIGN CORPORATION, THE  DATE  WHEN  ITS  APPLICATION  FOR
AUTHORITY  TO  DO BUSINESS IN THIS STATE WAS  FILED BY THE DEPARTMENT OF
STATE OR, IF NO SUCH APPLICATION HAS BEEN FILED,  A  STATEMENT  TO  SUCH
EFFECT AND THAT IT IS NOT TO DO BUSINESS IN THIS STATE UNTIL AN APPLICA-
TION FOR SUCH AUTHORITY SHALL HAVE BEEN FILED BY SUCH DEPARTMENT.
  (C) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
DOMESTIC    CORPORATION  WAS  FILED  BY  THE DEPARTMENT OF STATE AND THE
JURISDICTION AND DATE  OF  INCORPORATION  OF  EACH  CONSTITUENT  FOREIGN
CORPORATION,  OTHER  THAN  THE  SURVIVING OR CONSOLIDATED FOREIGN CORPO-
RATION, AND, IN THE CASE OF EACH SUCH CORPORATION AUTHORIZED TO DO BUSI-
NESS OR CONDUCT ACTIVITIES IN THIS STATE, THE DATE WHEN ITS  APPLICATION
FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF STATE.
  (D)  AN  AGREEMENT  THAT  THE SURVIVING OR CONSOLIDATED FOREIGN CORPO-
RATION MAY BE SERVED WITH PROCESS IN THIS STATE IN ANY ACTION OR SPECIAL
PROCEEDING FOR THE ENFORCEMENT OF ANY LIABILITY  OR  OBLIGATION  OF  ANY
DOMESTIC  CORPORATION OR OF ANY FOREIGN CORPORATION, PREVIOUSLY AMENABLE
TO SUIT IN THIS STATE, WHICH IS A CONSTITUENT CORPORATION IN SUCH MERGER
OR CONSOLIDATION, AND FOR THE ENFORCEMENT, AS PROVIDED IN  THE  BUSINESS
CORPORATION LAW, OF THE RIGHTS OF SHAREHOLDERS OF ANY CONSTITUENT DOMES-
TIC BUSINESS CORPORATION TO RECEIVE PAYMENT FOR THEIR SHARES AGAINST THE
SURVIVING OR CONSOLIDATED CORPORATION.
  (E)  AN  AGREEMENT  THAT,  SUBJECT  TO  THE  PROVISIONS OF SECTION SIX
HUNDRED TWENTY-THREE OF THE BUSINESS  CORPORATION LAW, THE SURVIVING  OR

S. 3755                            75

CONSOLIDATED  FOREIGN  CORPORATION WILL PROMPTLY PAY TO THE SHAREHOLDERS
OF EACH CONSTITUENT DOMESTIC BUSINESS CORPORATION THE AMOUNT, IF ANY, TO
WHICH THEY SHALL BE ENTITLED UNDER THE PROVISIONS OF THE BUSINESS CORPO-
RATION  LAW RELATING TO THE RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR
THEIR SHARES.
  (F) A DESIGNATION OF THE SECRETARY OF STATE AS HIS OR HER  AGENT  UPON
WHOM  PROCESS  AGAINST IT MAY BE SERVED IN THE MANNER SET FORTH IN PARA-
GRAPH (B) OF SECTION 306 OF THIS  CHAPTER,  IN  ANY  ACTION  OR  SPECIAL
PROCEEDING  DESCRIBED  IN  CLAUSE  (D)  OF  THIS SUBPARAGRAPH AND A POST
OFFICE ADDRESS, WITHIN OR WITHOUT THE STATE, TO WHICH THE  SECRETARY  OF
STATE  SHALL  MAIL  A  COPY  OF  THE  PROCESS  IN SUCH ACTION OR SPECIAL
PROCEEDING.
  (E) THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE DELIVERED  TO
IT  UNDER  SUBPARAGRAPH  (2) OF PARAGRAPH (D) OF THIS SECTION UNLESS THE
CONSENT OF THE DEPARTMENT OF TAXATION  AND  FINANCE  TO  THE  MERGER  OR
CONSOLIDATION IS ATTACHED THERETO.
  (F)  UPON  THE FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY
THE DEPARTMENT OF STATE OR ON SUCH  DATES  SUBSEQUENT  THERETO,  NOT  TO
EXCEED THIRTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERG-
ER OR CONSOLIDATION SHALL BE EFFECTED.
  (G)  THE  SURVIVING  OR  CONSOLIDATED  DOMESTIC OR FOREIGN CORPORATION
SHALL THEREAFTER CAUSE A COPY OF  SUCH  CERTIFICATE,  CERTIFIED  BY  THE
DEPARTMENT  OF  STATE,  TO  BE  FILED IN THE OFFICE OF THE CLERK OF EACH
COUNTY IN WHICH THE OFFICE OF A CONSTITUENT CORPORATION, OTHER THAN  THE
SURVIVING CORPORATION, IS LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO
IS  THE  RECORDING  OFFICER  OF  EACH COUNTY IN THIS STATE IN WHICH REAL
PROPERTY OF A CONSTITUENT  CORPORATION, OTHER THAN THE SURVIVING  CORPO-
RATION, IS SITUATED.
  (H) WHEN SUCH MERGER OR CONSOLIDATION HAS BEEN EFFECTED:
  (1)  IF  THE  SURVIVING  OR  CONSOLIDATED CORPORATION IS, OR IS TO BE,
FORMED UNDER THE LAW OF THIS STATE, IT SHALL BE SUBJECT TO THE  BUSINESS
CORPORATION  LAW AND THE EFFECT OF SUCH MERGER OR CONSOLIDATION SHALL BE
THE SAME AS IN THE CASE OF  THE  MERGER  OR  CONSOLIDATION  OF  DOMESTIC
CORPORATIONS  UNDER SECTION NINE HUNDRED SIX OF THE BUSINESS CORPORATION
LAW, EXCEPT THAT IN SUBPARAGRAPH (3) OF PARAGRAPH (B)  OF  SUCH  SECTION
THE  WORD  "SHAREHOLDER" SHALL   BE READ TO INCLUDE THE WORD "MEMBER" AS
THE LATTER IS DEFINED IN THIS CHAPTER.
  (2) IF THE SURVIVING OR CONSOLIDATED CORPORATION  IS,  OR  IS  TO  BE,
INCORPORATED  UNDER THE   LAW OF ANY JURISDICTION OTHER THAN THIS STATE,
THE EFFECT OF SUCH MERGER OR  CONSOLIDATION  SHALL  BE  AS  PROVIDED  IN
SUBPARAGRAPH  (1)  OF  THIS PARAGRAPH, EXCEPT INSOFAR AS THE LAW OF SUCH
OTHER JURISDICTION PROVIDES OTHERWISE.
S 909. FILING NOTICES, APPROVALS OR CONSENTS.
  IF THE PURPOSES OF ANY CONSTITUENT OR CONSOLIDATED  CORPORATION  WOULD
REQUIRE  NOTICE TO, OR THE APPROVAL OR CONSENT OF, ANY GOVERNMENTAL BODY
OR OFFICER OR ANY OTHER PERSON OR BODY UNDER SECTION 404 OF  THIS  CHAP-
TER,  THEN  (A)  SUCH CORPORATION SHALL PROVIDE A CERTIFIED  COPY OF THE
CERTIFICATE OF MERGER OR CONSOLIDATION, WITHIN  THIRTY  DAYS  AFTER  THE
FILING  OF  SUCH  CERTIFICATE,  TO  EACH GOVERNMENTAL BODY OR OFFICER OR
OTHER PERSON OR BODY TO WHOM OR TO WHICH ANY SUCH NOTICE IS REQUIRED AND
(B) NO CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE FILED PURSUANT TO
THIS ARTICLE UNLESS ANY SUCH APPROVAL OR CONSENT IS ENDORSED  THEREON OR
ANNEXED THERETO. 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 ANY CERTIFICATE OF MERG-

S. 3755                            76

ER OR CONSOLIDATION INVOLVING SUCH CORPORATION TO THE OFFICE OF CHILDREN
AND  FAMILY  SERVICES WITHIN THIRTY DAYS AFTER THE FILING OF SUCH MERGER
OR CONSOLIDATION WITH THE DEPARTMENT OF STATE.
S 910. MERGER  OR  CONSOLIDATION  OF CORPORATIONS FORMED UNDER THE RELI-
         GIOUS CORPORATIONS LAW AND CERTAIN  OTHER  CORPORATIONS  FORMED
         FOR RELIGIOUS PURPOSES.
  (A)  ONE  OR MORE CORPORATIONS FORMED UNDER THE RELIGIOUS CORPORATIONS
LAW AND ONE OR MORE CORPORATIONS FORMED FOR RELIGIOUS PURPOSES TO  WHICH
THE  NON-PROFIT  CORPORATION  LAW  APPLIES BY VIRTUE OF PARAGRAPH (A) OF
SECTION 103 OF THIS CHAPTER MAY BE MERGED OR  CONSOLIDATED  PURSUANT  TO
SECTION 901 OF THIS ARTICLE, WITH THE EFFECT PROVIDED IN SECTION 901 AND
PARAGRAPH (B) OF SECTION 905 OF THIS ARTICLE.
  (B)  EACH CORPORATION WHICH IS A PARTY TO SUCH MERGER OR CONSOLIDATION
SHALL COMPLY WITH THE PROVISIONS OF THIS SECTION AND  OF  SECTIONS  902,
903,  904  AND 907 OF THIS ARTICLE AND, IF AND TO THE EXTENT APPLICABLE,
SECTIONS 906 AND 909 OF THIS ARTICLE.
  (C) IF THE SURVIVING CORPORATION  OR  CONSOLIDATED  CORPORATION  IS  A
DOMESTIC  OR  AUTHORIZED  FOREIGN CORPORATION NOT FORMED UNDER THE RELI-
GIOUS CORPORATIONS LAW, THEN, A CERTIFICATE OF MERGER  OR  CONSOLIDATION
SHALL  BE  FILED  WITH  THE  DEPARTMENT OF STATE, AND THE   SURVIVING OR
CONSOLIDATED CORPORATION SHALL THEREAFTER CAUSE A COPY OF  SUCH  CERTIF-
ICATE,  CERTIFIED  BY THE DEPARTMENT OF STATE, TO BE FILED IN THE OFFICE
OF THE CLERK OF THE COUNTY IN WHICH EACH CONSTITUENT  CORPORATION  OTHER
THAN  THE  SURVIVING  CORPORATION  IS  LOCATED,  THE COUNTY IN WHICH THE
CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT DOMESTIC CORPORATION OR
APPLICATION FOR AUTHORITY OF EACH CONSTITUENT AUTHORIZED FOREIGN  CORPO-
RATION, OTHER THAN THE SURVIVING CORPORATION, IS FILED AND THE OFFICE OF
THE  OFFICIAL  WHO IS THE RECORDING OFFICER OF SUCH COUNTY IN THIS STATE
IN WHICH REAL PROPERTY OF  A  CONSTITUENT  CORPORATION  OTHER  THAN  THE
SURVIVING CORPORATION, IS LOCATED.
  (D)  IF  THE  SURVIVING  CORPORATION  OR CONSOLIDATED CORPORATION IS A
CORPORATION FORMED UNDER  THE  RELIGIOUS  CORPORATIONS  LAW,  THEN,  THE
CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE FILED WITH THE OFFICE OF
THE  OFFICIAL IN WHICH THE CERTIFICATE OF INCORPORATION OF THE SURVIVING
OR CONSOLIDATED CORPORATION WAS FILED, AND THE SURVIVING OR CONSOLIDATED
CORPORATION SHALL THEREAFTER CAUSE A COPY OF SUCH CERTIFICATE, CERTIFIED
BY SUCH OFFICE, TO BE FILED IN THE OFFICE IN WHICH  THE  CERTIFICATE  OF
INCORPORATION  OF EACH   CONSTITUENT DOMESTIC CORPORATION OR APPLICATION
FOR AUTHORITY OF EACH AUTHORIZED  FOREIGN  CORPORATION  OTHER  THAN  THE
SURVIVING  CORPORATION  WAS FILED, AND IN THE OFFICE OF THE OFFICIAL WHO
IS THE RECORDING OFFICER OF EACH COUNTY IN  THIS  STATE  IN  WHICH  REAL
PROPERTY  OF  A  CONSTITUENT  CORPORATION,  OTHER  THAN THE SURVIVING OR
CONSOLIDATED CORPORATION, IS LOCATED.
  (E) SUCH MERGER OR CONSOLIDATION SHALL BECOME EFFECTIVE  WITH  RESPECT
TO  EACH  CONSTITUENT  CORPORATION  UPON  THE FILING OF A CERTIFICATE OF
MERGER OR CONSOLIDATION OR CERTIFIED COPY THEREOF PURSUANT TO  PARAGRAPH
(C) OR PARAGRAPH (D) OF THIS SECTION WITH THE APPROPRIATE STATE OR COUN-
TY  OFFICIAL  THEREIN  SPECIFIED.  WITH  RESPECT TO THE SURVIVING CORPO-
RATION, SUCH MERGER MAY BECOME EFFECTIVE ON SUCH DATE SUBSEQUENT  THERE-
TO, NOT TO EXCEED SIXTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE.
THE  FILING  OF A CERTIFIED COPY  WITH THE OFFICE OF A RECORDING OFFICER
OF A COUNTY IN WHICH REAL PROPERTY IS LOCATED SHALL NOT BE  A  CONDITION
PRECEDENT TO SUCH MERGER OR CONSOLIDATION BECOMING EFFECTIVE.
  S 10. Article 10 of the not-for-profit corporation law is REPEALED and
a new article 10 is added to read as follows:
                               ARTICLE 10

S. 3755                            77

                        NON-JUDICIAL DISSOLUTION

SECTION 1001.   PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS.
        1002.   AUTHORIZATION OF PLAN.
        1002-A. CARRYING OUT THE PLAN OF DISSOLUTION AND DISTRIBUTION OF
                  ASSETS.
        1003.   CERTIFICATE OF DISSOLUTION; CONTENTS; APPROVAL.
        1004.   CERTIFICATE OF DISSOLUTION; FILING; EFFECT.
        1005.   PROCEDURE AFTER DISSOLUTION.
        1006.   CORPORATE  ACTION AND SURVIVAL OF REMEDIES AFTER DISSOL-
                  UTION.
        1007.   NOTICE  TO  CREDITORS  BY  CORPORATIONS   INTENDING   TO
                  DISSOLVE; FILING OR BARRING CLAIMS.
        1008.   JURISDICTION  OF  SUPREME COURT TO SUPERVISE DISSOLUTION
                  AND LIQUIDATION.
        1009.   APPLICABILITY TO DISSOLUTION UNDER OTHER PROVISIONS.
        1010.   REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS.
        1012.   CERTIFICATE  OF  ANNULMENT  OF  DISSOLUTION  AND   REIN-
                  STATEMENT OF CORPORATE EXISTENCE.
        1013.   DISSOLUTION  OF  CERTAIN  FIREMEN'S  BENEVOLENT  ASSOCI-
                  ATIONS.
        1014.   DISSOLUTION OF DOMESTIC CORPORATIONS BY PROCLAMATION.
S 1001. PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS.
  (A) THE BOARD SHALL ADOPT A PLAN FOR THE  DISSOLUTION  OF  THE  CORPO-
RATION AND THE DISTRIBUTION OF ITS ASSETS. SUCH PLAN SHALL IMPLEMENT ANY
PROVISION  IN THE CERTIFICATE OF INCORPORATION PRESCRIBING THE DISTRIBU-
TIVE RIGHTS OF MEMBERS.
  (B) IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSE  AND  HOLDS
ASSETS  RECEIVED  FOR  SPECIFIC  PURPOSES, THE PLAN OF DISSOLUTION SHALL
INCLUDE A STATEMENT TO THAT EFFECT.
  (C) IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSES AND HAS NO
ASSETS TO DISTRIBUTE, OTHER THAN A RESERVE  NOT  TO  EXCEED  TWENTY-FIVE
THOUSAND  DOLLARS  FOR  THE  PURPOSE  OF  PAYING  ORDINARY AND NECESSARY
EXPENSES OF WINDING UP ITS AFFAIRS  INCLUDING  ATTORNEY  AND  ACCOUNTANT
FEES,  AND LIABILITIES NOT IN EXCESS OF TEN THOUSAND DOLLARS AT THE TIME
OF ADOPTION OF THE PLAN OF DISSOLUTION, THE PLAN  OF  DISSOLUTION  SHALL
INCLUDE A STATEMENT TO THAT EFFECT.
  (D)  IF  THE  CORPORATION HAS ASSETS TO DISTRIBUTE OR LIABILITIES, THE
PLAN OF DISSOLUTION SHALL CONTAIN:
  (1) A DESCRIPTION WITH REASONABLE  CERTAINTY  OF  THE  ASSETS  OF  THE
CORPORATION  AND  THEIR  FAIR  VALUE,  AND THE TOTAL AMOUNT OF DEBTS AND
OTHER LIABILITIES INCURRED OR ESTIMATED BY  THE  CORPORATION,  INCLUDING
THE TOTAL AMOUNT OF ANY ACCOUNTING AND LEGAL FEES INCURRED OR ESTIMATED,
IN CONNECTION WITH THE DISSOLUTION PROCEDURE.
  (2)  A  STATEMENT  AS TO WHETHER ANY GIFTS OR OTHER ASSETS ARE LEGALLY
REQUIRED TO BE USED FOR A PARTICULAR PURPOSE.
  (3) IF THERE ARE ASSETS RECEIVED AND HELD BY  THE  CORPORATION  FOR  A
SPECIFIC  PURPOSE, A STATEMENT THAT THE ASSETS OWNED BY THE CORPORATION,
SUBJECT TO ANY UNPAID LIABILITIES OF THE CORPORATION, SHALL BE  DISTRIB-
UTED  AS REQUIRED BY ANY GIFT INSTRUMENT OR TO A CHARITABLE ORGANIZATION
OR ORGANIZATIONS EXEMPT FROM TAXATION PURSUANT TO FEDERAL AND STATE LAWS
AND  ENGAGED  IN  ACTIVITIES  SUBSTANTIALLY  SIMILAR  TO  THOSE  OF  THE
DISSOLVED  CORPORATION.  EACH SUCH RECIPIENT ORGANIZATION SHALL BE IDEN-
TIFIED AND THE GOVERNING INSTRUMENT AND AMENDMENTS THERETO  OF  EACH  OF
THE PROPOSED RECIPIENT ORGANIZATIONS SHALL BE ANNEXED TO SUCH STATEMENT,
ALONG  WITH THE FINANCIAL REPORTS OF EACH RECIPIENT ORGANIZATION FOR THE

S. 3755                            78

LAST THREE YEARS AND A SWORN AFFIDAVIT FROM A DIRECTOR  AND  OFFICER  OF
EACH  RECIPIENT  ORGANIZATION  STATING THE PURPOSES OF THE ORGANIZATION,
AND THAT IT IS CURRENTLY EXEMPT FROM FEDERAL INCOME TAXATION.
  (4) IF ANY OF THE ASSETS OF THE CORPORATION ARE TO BE DISTRIBUTED TO A
RECIPIENT FOR A SPECIFIC PURPOSE, AN AGREEMENT BY THE RECIPIENT TO APPLY
THE ASSETS RECEIVED ONLY FOR SUCH PURPOSE SHALL BE INCLUDED.
S 1002. AUTHORIZATION OF PLAN.
  (A)  UPON  ADOPTING  A PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS,
THE BOARD SHALL SUBMIT IT TO A VOTE OF THE MEMBERS,  IF  ANY,  AND  SUCH
PLAN  SHALL  BE  APPROVED  AT A MEETING OF MEMBERS BY TWO-THIRDS VOTE AS
PROVIDED IN PARAGRAPH (C) OF SECTION  613  OF  THIS  CHAPTER;  PROVIDED,
HOWEVER,  THAT  IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSES,
OTHER THAN A CORPORATION INCORPORATED PURSUANT TO  ARTICLE  15  OF  THIS
CHAPTER,  AND  HAS  NO ASSETS TO DISTRIBUTE, OTHER THAN A RESERVE NOT TO
EXCEED TWENTY-FIVE THOUSAND DOLLARS FOR THE PURPOSE OF  PAYING  ORDINARY
AND  NECESSARY EXPENSES OF WINDING UP ITS AFFAIRS INCLUDING ATTORNEY AND
ACCOUNTANT FEES, AND LIABILITIES NOT IN EXCESS OF TEN  THOUSAND  DOLLARS
AT THE TIME OF ADOPTION OF THE PLAN OF DISSOLUTION, THE VOTE REQUIRED BY
THE CORPORATION'S BOARD OF DIRECTORS FOR ADOPTION OF THE PLAN OF DISSOL-
UTION  OF  SUCH  A  CORPORATION  OR BY THE CORPORATION'S MEMBERS FOR THE
AUTHORIZATION THEREOF SHALL BE:
  (1) IN THE CASE OF A VOTE BY THE BOARD OF DIRECTORS:
  (I) THE NUMBER OF DIRECTORS REQUIRED UNDER THE CERTIFICATE OF INCORPO-
RATION, BY-LAWS, THIS CHAPTER AND ANY OTHER APPLICABLE LAW; OR
  (II) IF THE NUMBER OF DIRECTORS ACTUALLY HOLDING OFFICE AS SUCH AT THE
TIME OF THE VOTE TO ADOPT THE PLAN IS LESS THAN THE NUMBER  REQUIRED  TO
CONSTITUTE A QUORUM OF DIRECTORS UNDER THE CERTIFICATE OF INCORPORATION,
THE  BY-LAWS,  THIS  CHAPTER  OR ANY OTHER APPLICABLE LAW, THE REMAINING
DIRECTORS UNANIMOUSLY;
  (2) IN THE CASE OF A VOTE BY THE MEMBERS:
  (I) THE NUMBER OF MEMBERS REQUIRED UNDER THE CERTIFICATE  OF  INCORPO-
RATION, BY-LAWS, THIS CHAPTER AND ANY OTHER APPLICABLE LAW; OR
  (II)  BY  THE  VOTE  OF  MEMBERS AUTHORIZED BY AN ORDER OF THE SUPREME
COURT PURSUANT TO SECTION 608 OF THIS CHAPTER PERMITTING THE CORPORATION
TO DISPENSE WITH THE APPLICABLE QUORUM REQUIREMENT.
NOTICE OF A SPECIAL OR REGULAR MEETING OF THE BOARD OF DIRECTORS  OR  OF
THE  MEMBERS  ENTITLED TO VOTE ON ADOPTION AND AUTHORIZATION OR APPROVAL
OF THE PLAN OF DISSOLUTION SHALL  BE  SENT  TO  ALL  THE  DIRECTORS  AND
MEMBERS  OF  RECORD ENTITLED TO VOTE. UNLESS OTHERWISE DIRECTED BY ORDER
OF THE SUPREME COURT PURSUANT TO SECTION 608 OF THIS CHAPTER, THE NOTICE
SHALL BE SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO  THE  LAST
KNOWN ADDRESS OF RECORD OF EACH DIRECTOR AND MEMBER NOT FEWER THAN THIR-
TY,  AND  NOT  MORE  THAN  SIXTY  DAYS  BEFORE  THE DATE OF EACH MEETING
PROVIDED, HOWEVER, THAT IF THE LAST  KNOWN  ADDRESS  OF  RECORD  OF  ANY
DIRECTOR  OR  MEMBER IS NOT WITHIN THE UNITED STATES, THE NOTICE TO SUCH
DIRECTOR SHALL BE SENT BY ANY OTHER REASONABLE MEANS.
  (B) IF THERE ARE NO MEMBERS ENTITLED TO VOTE ON THE DISSOLUTION OF THE
CORPORATION, THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS SHALL BE
DEEMED AUTHORIZED UPON ITS ADOPTION BY THE BOARD.
  (C) WHENEVER A STATUTE CREATING, OR AUTHORIZING THE  FORMATION  OF,  A
CORPORATION  REQUIRES  NOTICE  TO  OR APPROVAL BY A GOVERNMENTAL BODY OR
OFFICER FOR THE FORMATION OF  SUCH  CORPORATION,  (I)  SUCH  CORPORATION
SHALL  PROVIDE  A CERTIFIED COPY OF THE CERTIFICATE OF MERGER OR CONSOL-
IDATION, WITHIN THIRTY DAYS AFTER THE FILING  OF  SUCH  CERTIFICATE,  TO
EACH  GOVERNMENTAL BODY OR OFFICER OF OTHER PERSON OR BODY TO WHOM OR TO
WHICH ANY SUCH NOTICE WAS REQUIRED FOR THE FORMATION OF SUCH CORPORATION

S. 3755                            79

AND (II) DISSOLUTION SHALL NOT BE AUTHORIZED  WITHOUT  THE  APPROVAL  OF
SUCH BODY OR OFFICER FROM WHOM SUCH APPROVAL WAS REQUIRED FOR THE FORMA-
TION OF SUCH CORPORATION.
  (D)  THE  PLAN  OF  DISSOLUTION  AND DISTRIBUTION OF ASSETS SHALL HAVE
ANNEXED THERETO THE APPROVAL OF A JUSTICE OF THE SUPREME  COURT  IN  THE
JUDICIAL  DISTRICT  IN WHICH THE OFFICE OF THE CORPORATION IS LOCATED IN
THE CASE OF A  CORPORATION  THAT  HOLDS  ASSETS  RECEIVED  FOR  SPECIFIC
PURPOSES, EXCEPT THAT NO SUCH APPROVAL SHALL BE REQUIRED WITH RESPECT TO
THE  PLAN  OF  DISSOLUTION  OF  A  CORPORATION, OTHER THAN A CORPORATION
INCORPORATED PURSUANT TO ARTICLE 15 OF THIS CHAPTER, WHICH HAS NO ASSETS
TO DISTRIBUTE AT THE TIME OF DISSOLUTION, OTHER THAN A  RESERVE  NOT  TO
EXCEED  TWENTY-FIVE  THOUSAND DOLLARS FOR THE PURPOSE OF PAYING ORDINARY
AND NECESSARY EXPENSES OF WINDING UP ITS AFFAIRS INCLUDING ATTORNEY  AND
ACCOUNTANT  FEES, AND LIABILITIES NOT IN EXCESS OF TEN THOUSAND DOLLARS,
AND WHICH HAS COMPLIED WITH THE REQUIREMENTS OF  SECTION  1001  OF  THIS
ARTICLE  AND  THIS SECTION APPLICABLE TO SUCH A CORPORATION. APPLICATION
TO THE SUPREME COURT FOR AN ORDER FOR SUCH APPROVAL SHALL BE BY VERIFIED
PETITION, WITH THE PLAN OF DISSOLUTION AND DISTRIBUTION  OF  ASSETS  AND
CERTIFIED  COPIES  OF  THE  CONSENTS  PRESCRIBED BY THIS SECTION ANNEXED
THERETO, AND UPON TEN DAYS WRITTEN NOTICE TO THE ATTORNEY GENERAL ACCOM-
PANIED BY COPIES OF SUCH PETITION, PLAN AND CONSENTS. IN SUCH CASE WHERE
APPROVAL OF A JUSTICE OF THE SUPREME COURT IS NOT REQUIRED FOR A  CORPO-
RATION,  A  COPY OF SUCH PLAN CERTIFIED UNDER PENALTIES OF PERJURY SHALL
BE FILED WITH THE ATTORNEY GENERAL WITHIN TEN DAYS  AFTER  ITS  AUTHORI-
ZATION.
  (E)  NOTWITHSTANDING AUTHORIZATION AS PROVIDED IN THIS SECTION, AT ANY
TIME PRIOR TO THE FILING OF THE CERTIFICATE OF DISSOLUTION, THE PLAN  OF
DISSOLUTION  AND  DISTRIBUTION  OF ASSETS MAY BE ABANDONED PURSUANT TO A
PROVISION FOR SUCH ABANDONMENT, IF ANY, CONTAINED IN THE PLAN OF DISSOL-
UTION AND DISTRIBUTION OF ASSETS.
S 1002-A. CARRYING OUT THE  PLAN  OF  DISSOLUTION  AND  DISTRIBUTION  OF
             ASSETS.
  PRIOR  TO FILING THE CERTIFICATE OF DISSOLUTION WITH THE DEPARTMENT OF
STATE, A CORPORATION, AS APPLICABLE, SHALL:
  (A) CARRY OUT THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS,  PAY
ITS LIABILITIES AND DISTRIBUTE ITS ASSETS IN ACCORDANCE THEREWITH WITHIN
TWO  HUNDRED  SEVENTY  DAYS  FROM  THE  DATE THE PLAN OF DISSOLUTION AND
DISTRIBUTION OF ASSETS SHALL HAVE BEEN (1)  AUTHORIZED  AS  PROVIDED  IN
SECTION  1002  OF THIS ARTICLE, (2) APPROVED BY ANY GOVERNMENTAL BODY OR
OFFICER WHOSE APPROVAL IS REQUIRED PURSUANT TO PARAGRAPH (C) OF  SECTION
1002  OF  THIS  ARTICLE,  AND  (3)  APPROVED BY A JUSTICE OF THE SUPREME
COURT, IF SUCH APPROVAL IS REQUIRED PURSUANT TO PARAGRAPH (D) OF SECTION
1002 OF THIS ARTICLE, OR FILED WITH THE ATTORNEY GENERAL, IF SUCH FILING
IS REQUIRED PURSUANT TO PARAGRAPH (D) OF SECTION 1002 OF  THIS  ARTICLE.
EVIDENCE OF THE DISPOSITION OF ITS ASSETS AND PAYMENT OF ITS LIABILITIES
PURSUANT  TO THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS SHALL BE
SUBMITTED BY THE CORPORATION TO  THE  ATTORNEY  GENERAL  AND  ANY  OTHER
GOVERNMENTAL BODY OR OFFICER, AS REQUIRED UNDER APPLICABLE LAWS.  IF THE
PLAN  OF  DISSOLUTION  AND  DISTRIBUTION OF ASSETS CANNOT BE CARRIED OUT
WITHIN THE PRESCRIBED TIME, THE ATTORNEY GENERAL  MAY  UPON  GOOD  CAUSE
SHOWN  EXTEND  SUCH  TIME,  OR ANY EXTENDED PERIOD OF TIME, BY NOT FEWER
THAN THIRTY DAYS NOR MORE THAN ONE YEAR;
  (B) PURSUANT TO THE PLAN OF DISSOLUTION  AND  DISTRIBUTION  OF  ASSETS
FULFILL OR DISCHARGE ITS CONTRACTS, COLLECT AND SELL ITS ASSETS FOR CASH
AT  PUBLIC OR PRIVATE SALE, DISCHARGE OR PAY ITS LIABILITIES, AND DO ALL
OTHER ACTS APPROPRIATE TO LIQUIDATE ITS BUSINESS;

S. 3755                            80

  (C) DISTRIBUTE THE ASSETS OF THE CORPORATION THAT REMAIN AFTER  PAYING
OR  ADEQUATELY  PROVIDING  FOR  THE  PAYMENT  OF ITS LIABILITIES, IN THE
FOLLOWING MANNER:
  (1)  ASSETS  RECEIVED  AND  HELD  BY  THE  CORPORATION  FOR A SPECIFIC
PURPOSE, SHALL BE DISTRIBUTED TO ONE OR MORE DOMESTIC OR FOREIGN  CORPO-
RATIONS OR OTHER ORGANIZATIONS ENGAGED IN ACTIVITIES SUBSTANTIALLY SIMI-
LAR  TO  THOSE  OF  THE  DISSOLVED  CORPORATION  PURSUANT TO THE PLAN OF
DISSOLUTION AND DISTRIBUTION OR, IF APPLICABLE, AS ORDERED BY THE  COURT
TO  WHICH SUCH PLAN IS SUBMITTED FOR APPROVAL UNDER SECTION 1002 OF THIS
ARTICLE. ANY DISPOSITION OF ASSETS CONTAINED IN A WILL OR OTHER  INSTRU-
MENT, IN TRUST OR OTHERWISE, MADE BEFORE OR AFTER THE DISSOLUTION, TO OR
FOR  THE  BENEFIT  OF ANY CORPORATION SO DISSOLVED SHALL INURE TO OR FOR
THE BENEFIT OF THE CORPORATION OR ORGANIZATION ACQUIRING SUCH ASSETS  OF
THE  DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION, AND SO FAR AS IS
NECESSARY FOR THAT PURPOSE THE  CORPORATION  OR  ORGANIZATION  ACQUIRING
SUCH  ASSETS  OF  THE DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION,
AND SO FAR AS IS NECESSARY FOR THAT PURPOSE THE CORPORATION OR ORGANIZA-
TION ACQUIRING SUCH DISPOSITION SHALL  BE  DEEMED  A  SUCCESSOR  TO  THE
DISSOLVED  CORPORATION  WITH  RESPECT TO SUCH ASSETS; PROVIDED, HOWEVER,
THAT SUCH DISPOSITION SHALL BE DEVOTED BY THE ACQUIRING  CORPORATION  OR
ORGANIZATION TO THE PURPOSES INTENDED BY THE TESTATOR, DONOR OR GRANTOR.
  (2)  ASSETS  OTHER  THAN  THOSE  DESCRIBED BY SUBPARAGRAPH ONE OF THIS
PARAGRAPH, IF ANY, SHALL BE DISTRIBUTED IN ACCORDANCE WITH THE  SPECIFI-
CATIONS OF THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS OR, TO THE
EXTENT THAT THE CERTIFICATE OF INCORPORATION PRESCRIBES THE DISTRIBUTIVE
RIGHTS OF MEMBERS, OR OF ANY CLASS OR CLASSES OF MEMBERS, AS PROVIDED IN
SUCH CERTIFICATE;
  (D) WITHIN SIX MONTHS FROM THE DATE FIXED FOR THE PAYMENT OF THE FINAL
LIQUIDATING  DISTRIBUTION PURSUANT TO PARAGRAPH (A) OF THIS SECTION, PAY
ANY ASSETS DISTRIBUTABLE TO A CREDITOR  OR  MEMBER  WHO  IS  UNKNOWN  OR
CANNOT  BE  FOUND,  TO  THE  STATE COMPTROLLER PURSUANT TO THE ABANDONED
PROPERTY LAW;
  (E) DISTRIBUTE ASSETS THAT ARE NOT  SUBJECT  TO  SUBPARAGRAPH  ONE  OF
PARAGRAPH  (C)  OF THIS SECTION UNDER A PLAN OF DISTRIBUTION, IN ACCORD-
ANCE WITH THE FOLLOWING ORDER OF PRIORITIES:
  (1) HOLDERS OF CAPITAL CERTIFICATES.
  (2) MEMBERS, IF PERMITTED BY LAW.
S 1003. CERTIFICATE OF DISSOLUTION; CONTENTS; APPROVAL.
  (A) AFTER THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS HAS  BEEN
ADOPTED,  AUTHORIZED,  APPROVED AND CARRIED OUT PURSUANT TO THE TERMS OF
THE PLAN WITHIN THE TIME PERIOD SET FORTH PURSUANT TO SECTION 1002-A  OF
THIS  ARTICLE,  A  CERTIFICATE  OF DISSOLUTION, ENTITLED "CERTIFICATE OF
DISSOLUTION OF ..... (NAME OF CORPORATION) UNDER  SECTION  1003  OF  THE
NON-PROFIT CORPORATION LAW" SHALL BE SIGNED AND, IF REQUIRED PURSUANT TO
SUBPARAGRAPH  TWO  OF  PARAGRAPH (B) OF THIS SECTION, AFTER THE ATTORNEY
GENERAL HAS AFFIXED THEREON HIS OR HER CONSENT TO THE DISSOLUTION,  SUCH
CERTIFICATE  OF  DISSOLUTION  SHALL  BE  DELIVERED  TO THE DEPARTMENT OF
STATE. IT SHALL SET FORTH:
  (1) THE NAME OF THE CORPORATION AND, IF ITS NAME HAS BEEN CHANGED, THE
NAME UNDER WHICH IT WAS FORMED.
  (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
MENT OF STATE.
  (3) THE NAME AND ADDRESS OF EACH OF ITS OFFICERS AND DIRECTORS.
  (4) A STATEMENT AS TO WHETHER OR NOT THE CORPORATION HOLDS ASSETS  FOR
SPECIFIC  PURPOSES  AT  THE TIME OF AUTHORIZATION OF ITS PLAN OF DISSOL-

S. 3755                            81

UTION AND DISTRIBUTION OF ASSETS AS PROVIDED IN  SECTION  1002  OF  THIS
ARTICLE.
  (5) THAT THE CORPORATION ELECTS TO DISSOLVE.
  (6) THE MANNER IN WHICH THE DISSOLUTION WAS AUTHORIZED. IF THE DISSOL-
UTION OF THE CORPORATION IS AUTHORIZED BY A VOTE OF THE DIRECTORS AND/OR
MEMBERS OF THE CORPORATION THAT IS LESS THAN THAT ORDINARILY REQUIRED BY
THE CERTIFICATE OF INCORPORATION, THE BY-LAWS, THIS CHAPTER OR ANY OTHER
APPLICABLE  LAW,  AS  PERMITTED BY PARAGRAPH (A) OF SECTION 1002 OF THIS
ARTICLE, THEN THE CERTIFICATE OF DISSOLUTION SHALL SO STATE.
  (B) SUCH CERTIFICATE OF DISSOLUTION SHALL  HAVE  INDORSED  THEREON  OR
ANNEXED THERETO THE APPROVAL OF THE DISSOLUTION:
  (1) BY A GOVERNMENTAL BODY OR OFFICER, IF SUCH APPROVAL IS REQUIRED. A
CORPORATION WHOSE STATEMENT OF PURPOSES SPECIFICALLY INCLUDES THE ESTAB-
LISHMENT  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 ANY CERTIFICATE OF DISSOLUTION INVOLV-
ING SUCH CORPORATION TO THE OFFICE OF CHILDREN AND FAMILY SERVICES WITH-
IN  THIRTY DAYS AFTER THE FILING OF SUCH DISSOLUTION WITH THE DEPARTMENT
OF STATE.
  (2) BY THE ATTORNEY GENERAL IN THE  CASE  OF  A  CORPORATION  THAT  IS
ORGANIZED  FOR  CHARITABLE  PURPOSES  AND  HOLDS  ASSETS  AT THE TIME OF
DISSOLUTION RECEIVED FOR SPECIFIC PURPOSES.
  (C) THE APPLICATION TO  THE  ATTORNEY  GENERAL  FOR  APPROVAL  OF  THE
CERTIFICATE  OF  DISSOLUTION  PURSUANT  TO PARAGRAPH (B) OF THIS SECTION
SHALL BE BY VERIFIED PETITION AND SHALL INCLUDE A FINAL FINANCIAL REPORT
SHOWING DISPOSITION OF ALL OF THE CORPORATION'S ASSETS AND  LIABILITIES,
THE  REQUISITE  GOVERNMENTAL APPROVALS AND THE APPROPRIATE FEES, IF ANY,
ACCOMPANIED BY THE CERTIFICATE OF DISSOLUTION.
S 1004. CERTIFICATE OF DISSOLUTION; FILING; EFFECT.
  THE DEPARTMENT OF STATE SHALL NOT FILE A  CERTIFICATE  OF  DISSOLUTION
UNLESS  THE  CONSENT  OF  THE  DEPARTMENT OF TAXATION AND FINANCE TO THE
DISSOLUTION IS ATTACHED THERETO. UPON FILING THE CERTIFICATE, THE CORPO-
RATION IS DISSOLVED.
S 1005. PROCEDURE AFTER DISSOLUTION.
  (A) AFTER DISSOLUTION:
  (1) THE CORPORATION SHALL  CARRY  ON  NO  ACTIVITIES  EXCEPT  FOR  THE
PURPOSE OF WINDING UP ITS AFFAIRS.
  (2)  THE  CORPORATION SHALL PROCEED TO WIND UP ITS AFFAIRS, WITH POWER
TO FULFILL OR DISCHARGE ITS CONTRACTS,  COLLECT  ITS  ASSETS,  SELL  ITS
ASSETS  FOR CASH AT PUBLIC OR PRIVATE SALE, DISCHARGE OR PAY ITS LIABIL-
ITIES, AND DO ALL OTHER ACTS APPROPRIATE TO LIQUIDATE ITS BUSINESS.
  (3) AFTER PAYING OR  ADEQUATELY  PROVIDING  FOR  THE  PAYMENT  OF  ITS
LIABILITIES,  THE  REMAINING ASSETS OF THE CORPORATION SHALL BE DISTRIB-
UTED IN THE FOLLOWING MANNER:
  (A) ASSETS RECEIVED AND HELD BY THE CORPORATION FOR A  PURPOSE  SPECI-
FIED  AS TYPE B IN PARAGRAPH (B) OF SECTION 201 OF THIS CHAPTER OR WHICH
ARE LEGALLY REQUIRED TO BE  USED  FOR  A  PARTICULAR  PURPOSE  SHALL  BE
DISTRIBUTED  TO  ONE  OR  MORE DOMESTIC OR FOREIGN CORPORATIONS OR OTHER
ORGANIZATIONS ENGAGED IN ACTIVITIES SUBSTANTIALLY SIMILAR  TO  THOSE  OF
THE  DISSOLVED CORPORATION PURSUANT TO A PLAN OF DISTRIBUTION ADOPTED AS
PROVIDED IN SECTION 1001 OF THIS ARTICLE OR AS ORDERED BY THE  COURT  TO
WHICH  SUCH  PLAN  IS  SUBMITTED FOR APPROVAL UNDER SECTION 1002 OF THIS
ARTICLE. ANY DISPOSITION CONTAINED IN ANY WILL OR OTHER  INSTRUMENT,  IN
TRUST  OR OTHERWISE, MADE BEFORE OR AFTER THE DISSOLUTION, TO OR FOR THE
BENEFIT OF ANY CORPORATION SO DISSOLVED SHALL INURE TO OR FOR THE  BENE-
FIT  OF  THE  CORPORATION  OR  ORGANIZATION  ACQUIRING THE ASSETS OF THE

S. 3755                            82

DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION,  AND  SO  FAR  AS  IS
NECESSARY  FOR  THAT  PURPOSE  THE CORPORATION OR ORGANIZATION ACQUIRING
SUCH DISPOSITION SHALL BE DEEMED A SUCCESSOR  TO  THE  DISSOLVED  CORPO-
RATION: PROVIDED, HOWEVER, THAT SUCH DISPOSITION SHALL BE DEVOTED BY THE
ACQUIRING  CORPORATION  OR  ORGANIZATION TO THE PURPOSES INTENDED BY THE
TESTATOR, DONOR OR GRANTOR.
  (B) OTHER ASSETS, IF ANY, SHALL BE DISTRIBUTED IN ACCORDANCE WITH  THE
SPECIFICATIONS  OF  THE  PLAN  OF  DISTRIBUTION  ADOPTED  AS PROVIDED IN
SECTION 1001 OF THIS ARTICLE OR, TO THE EXTENT THAT THE  CERTIFICATE  OF
INCORPORATION  PRESCRIBES  THE DISTRIBUTIVE RIGHTS OF MEMBERS, OR OF ANY
CLASS OR CLASSES OF MEMBERS, AS PROVIDED IN SUCH CERTIFICATE.
  (4) ANY ASSETS DISTRIBUTABLE TO A CREDITOR OR MEMBER WHO IS UNKNOWN OR
CANNOT BE FOUND, OR WHO IS UNDER A DISABILITY,  SHALL  BE  PAID  TO  THE
STATE  COMPTROLLER AS ABANDONED PROPERTY WITHIN SIX MONTHS FROM THE DATE
FIXED FOR THE PAYMENT OF THE  FINAL  LIQUIDATING  DISTRIBUTION,  AND  BE
SUBJECT TO THE PROVISIONS OF THE ABANDONED PROPERTY LAW.
  (B)  ASSETS  SHALL  BE  DISTRIBUTED  UNDER  A  PLAN OF DISTRIBUTION IN
ACCORDANCE WITH THE FOLLOWING ORDER OF PRIORITIES:
  (1) HOLDERS OF CAPITAL CERTIFICATES.
  (2) MEMBERS.
S 1006. CORPORATE ACTION AND SURVIVAL OF REMEDIES AFTER DISSOLUTION.
  (A) AFTER DISSOLUTION, A CORPORATION SHALL NOT COMMENCE ANY NEW ACTIV-
ITIES. A DISSOLVED CORPORATION, ITS DIRECTORS, OFFICERS AND MEMBERS  MAY
CONTINUE  TO  FUNCTION  FOR THE PURPOSE OF WINDING UP THE AFFAIRS OF THE
CORPORATION IN THE SAME MANNER AS  IF  THE  DISSOLUTION  HAD  NOT  TAKEN
PLACE,  EXCEPT  AS OTHERWISE PROVIDED IN THIS CHAPTER OR BY COURT ORDER.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
  (1) THE DIRECTORS OF A DISSOLVED CORPORATION SHALL NOT BE DEEMED TO BE
TRUSTEES OF ITS ASSETS; TITLE TO SUCH ASSETS SHALL NOT VEST IN THEM, BUT
SHALL REMAIN IN THE CORPORATION UNTIL TRANSFERRED BY IT IN ITS CORPORATE
NAME.
  (2) DISSOLUTION SHALL NOT CHANGE QUORUM OR VOTING REQUIREMENTS FOR THE
BOARD OR MEMBERS, OR PROVISIONS REGARDING ELECTION, APPOINTMENT,  RESIG-
NATION OR REMOVAL OF, OR FILLING VACANCIES AMONG, DIRECTORS OR OFFICERS,
OR  PROVISIONS  REGARDING  AMENDMENT OR REPEAL OF BY-LAWS OR ADOPTION OF
NEW BY-LAWS.
  (3) CAPITAL CERTIFICATES  MAY  BE  TRANSFERRED  AND  DETERMINATION  OF
MEMBERS  FOR  ANY  PURPOSE  MAY  BE  MADE  WITHOUT CLOSING THE RECORD OF
MEMBERS UNTIL SUCH TIME, IF ANY, AS  SUCH  RECORD  MAY  BE  CLOSED,  AND
EITHER THE BOARD OR THE MEMBERS MAY CLOSE IT.
  (4)  THE  CORPORATION MAY SUE OR BE SUED IN ALL COURTS AND PARTICIPATE
IN ACTIONS AND PROCEEDINGS, WHETHER JUDICIAL,  ADMINISTRATIVE,  ARBITRA-
TIVE  OR  OTHERWISE, IN ITS CORPORATE NAME, AND PROCESS MAY BE SERVED BY
OR UPON IT.
  (B) THE DISSOLUTION OF A  CORPORATION  SHALL  NOT  AFFECT  ANY  REMEDY
AVAILABLE  TO  OR  AGAINST  SUCH CORPORATION, ITS DIRECTORS, OFFICERS OR
MEMBERS, FOR ANY RIGHT OR  CLAIM  EXISTING  OR  ANY  LIABILITY  INCURRED
BEFORE  SUCH  DISSOLUTION, EXCEPT AS PROVIDED IN SECTION 1007 OR 1008 OF
THIS ARTICLE.
S 1007. NOTICE TO  CREDITORS  BY  CORPORATIONS  INTENDING  TO  DISSOLVE;
             FILING OR BARRING CLAIMS.
  (A)  AT  ANY  TIME PRIOR TO FILING THE CERTIFICATE OF DISSOLUTION, THE
CORPORATION MAY GIVE A NOTICE REQUIRING  ALL  CREDITORS  AND  CLAIMANTS,
INCLUDING  ANY  WITH UNLIQUIDATED OR CONTINGENT CLAIMS AND ANY WITH WHOM
THE CORPORATION HAS UNFULFILLED CONTRACTS, TO PRESENT  THEIR  CLAIMS  IN
WRITING AND IN DETAIL AT A SPECIFIED PLACE AND BY A SPECIFIED DAY, WHICH

S. 3755                            83

SHALL  NOT  BE  LESS THAN SIX MONTHS AFTER THE FIRST PUBLICATION OF SUCH
NOTICE. SUCH NOTICE SHALL BE PUBLISHED AT LEAST  ONCE  A  WEEK  FOR  TWO
SUCCESSIVE  WEEKS IN A NEWSPAPER OF GENERAL CIRCULATION IN THE COUNTY IN
WHICH  THE  OFFICE OF THE CORPORATION WAS LOCATED AT THE DATE OF DISSOL-
UTION. ON OR BEFORE THE DATE OF THE FIRST PUBLICATION  OF  SUCH  NOTICE,
THE  CORPORATION  SHALL  MAIL  A  COPY THEREOF, POSTAGE PREPAID, TO EACH
PERSON BELIEVED TO BE A CREDITOR OF OR CLAIMANT AGAINST THE  CORPORATION
WHOSE CURRENT NAME AND ADDRESS ARE KNOWN TO OR CAN WITH DUE DILIGENCE BE
ASCERTAINED  BY  THE  CORPORATION.  THE  GIVING OF SUCH NOTICE SHALL NOT
CONSTITUTE A RECOGNITION THAT ANY PERSON IS A PROPER CREDITOR OR  CLAIM-
ANT,  AND SHALL NOT REVIVE OR MAKE VALID, OR OPERATE AS A RECOGNITION OF
THE VALIDITY OF, OR A WAIVER OF ANY DEFENSE OR COUNTERCLAIM  IN  RESPECT
OF ANY CLAIM AGAINST THE CORPORATION, ITS ASSETS, DIRECTORS, OFFICERS OR
MEMBERS,  WHICH  HAS BEEN BARRED BY ANY STATUTE OF LIMITATIONS OR BECOME
INVALID BY ANY CAUSE, OR IN RESPECT OF WHICH THE CORPORATION, ITS DIREC-
TORS, OFFICERS OR MEMBERS, HAS ANY DEFENSE OR COUNTERCLAIM.
  (B) ANY CLAIMS WHICH SHALL HAVE BEEN FILED AS PROVIDED IN SUCH  NOTICE
AND  WHICH  SHALL  BE  DISPUTED  BY THE CORPORATION MAY BE SUBMITTED FOR
DETERMINATION TO THE SUPREME COURT UNDER SECTION 1008 OF THIS ARTICLE OR
PURSUANT TO ARTICLE 11 OF THIS CHAPTER. A CLAIM FILED BY THE TRUSTEE  OR
PAYING  AGENT  FOR  THE  HOLDERS OF BONDS OR COUPONS SHALL HAVE THE SAME
EFFECT AS IF FILED BY THE HOLDER OF  ANY  SUCH  BONDS  OR  COUPONS.  ANY
PERSON  WHOSE  CLAIM  IS,  AT  THE DATE OF THE FIRST PUBLICATION OF SUCH
NOTICE, BARRED BY ANY STATUTE OF LIMITATIONS IS NOT A CREDITOR OR CLAIM-
ANT ENTITLED TO ANY NOTICE UNDER THIS SECTION OR SUCH  SECTION  1008  OF
THIS  ARTICLE.  THE  CLAIM OF ANY SUCH PERSON AND ALL OTHER CLAIMS WHICH
ARE NOT TIMELY FILED AS PROVIDED IN SUCH NOTICE EXCEPT CLAIMS WHICH  ARE
THE  SUBJECT  OF LITIGATION ON THE DATE OF THE FIRST PUBLICATION OF SUCH
NOTICE AND ALL CLAIMS WHICH ARE SO FILED BUT ARE DISALLOWED BY THE COURT
UNDER SUCH SECTION 1008 OF THIS ARTICLE,  SHALL  BE  FOREVER  BARRED  AS
AGAINST  THE  CORPORATION,  ITS ASSETS, DIRECTORS, OFFICERS AND MEMBERS,
EXCEPT TO SUCH EXTENT, IF ANY, AS THE COURT MAY ALLOW THEM  AGAINST  ANY
REMAINING  ASSETS OF THE CORPORATION IN THE CASE OF A CREDITOR WHO SHOWS
SATISFACTORY REASON FOR FAILURE TO FILE A CLAIM AS SO PROVIDED.  IF  THE
COURT REQUIRES A FURTHER NOTICE UNDER SUCH SECTION 1008 OF THIS ARTICLE,
ANY  REFERENCE TO A NOTICE IN THIS SECTION SHALL, TO THE EXTENT THAT THE
COURT SO ORDERS, MEAN SUCH FURTHER NOTICE, EXCEPT THAT A CLAIM WHICH HAS
BEEN FILED IN ACCORDANCE WITH A NOTICE UNDER THIS SECTION  NEED  NOT  BE
REFILED UNDER SUCH FURTHER NOTICE.
  (C) NOTWITHSTANDING THIS SECTION AND SECTION 1008 OF THIS ARTICLE, TAX
CLAIMS AND OTHER CLAIMS OF THIS STATE AND OF THE UNITED STATES SHALL NOT
BE  REQUIRED TO BE FILED UNDER THOSE SECTIONS, AND SUCH CLAIMS SHALL NOT
BE BARRED BECAUSE NOT SO FILED, AND DISTRIBUTION OF THE  ASSETS  OF  THE
CORPORATION, OR ANY PART THEREOF, MAY BE DEFERRED UNTIL DETERMINATION OF
ANY SUCH CLAIMS.
  (D)  LABORERS' WAGES SHALL BE PREFERRED CLAIMS AND ENTITLED TO PAYMENT
BEFORE ANY OTHER CREDITORS OUT OF  THE  ASSETS  OF  THE  CORPORATION  IN
EXCESS OF VALID PRIOR LIENS OR ENCUMBRANCES.
S 1008. JURISDICTION  OF  SUPREME  COURT  TO  SUPERVISE  DISSOLUTION AND
             LIQUIDATION.
  (A) AT ANY TIME AFTER THE FILING OF A CERTIFICATE OF DISSOLUTION UNDER
THIS ARTICLE, THE SUPREME COURT  IN  THE  JUDICIAL  DISTRICT  WHERE  THE
OFFICE OF THE CORPORATION WAS LOCATED AT THE DATE OF ITS DISSOLUTION, IN
A SPECIAL PROCEEDING INSTITUTED UNDER THIS SECTION, UPON THE PETITION OF
THE CORPORATION OR, IN A SITUATION APPROVED BY THE COURT, UPON THE PETI-
TION  OF A CREDITOR, CLAIMANT, DIRECTOR, OFFICER, MEMBER, SUBSCRIBER FOR

S. 3755                            84

CAPITAL CERTIFICATES, INCORPORATOR OR THE ATTORNEY GENERAL, MAY  SUSPEND
OR  ANNUL THE DISSOLUTION OR CONTINUE THE LIQUIDATION OF THE CORPORATION
UNDER THE SUPERVISION OF THE COURT AND MAY MAKE ALL SUCH  ORDERS  AS  IT
MAY DEEM PROPER IN ALL MATTERS IN CONNECTION WITH THE DISSOLUTION OR THE
WINDING  UP  OF  THE  AFFAIRS OF THE CORPORATION, AND IN PARTICULAR, AND
WITHOUT LIMITING THE GENERALITY OF THE  FOREGOING,  IN  RESPECT  OF  THE
FOLLOWING:
  (1)  THE  DETERMINATION  OF  THE  VALIDITY OF THE AUTHORIZATION OF THE
DISSOLUTION OF THE CORPORATION AND OF THE EXECUTION AND DELIVERY OF  THE
CERTIFICATE OF DISSOLUTION UNDER THIS ARTICLE.
  (2)  THE  ADEQUACY OF THE NOTICE GIVEN TO CREDITORS AND CLAIMANTS AND,
IF IT IS DETERMINED TO HAVE BEEN INADEQUATE,  THE  REQUIREMENT  OF  SUCH
FURTHER NOTICE AS THE COURT MAY DEEM PROPER.
  (3)  THE DETERMINATION OF THE VALIDITY AND AMOUNT OF INVALIDITY OF ANY
CLAIMS WHICH HAVE BEEN PRESENTED TO THE CORPORATION.
  (4) THE BARRING OF ALL CREDITORS AND CLAIMANTS  WHO  HAVE  NOT  TIMELY
FILED  CLAIMS  AS PROVIDED IN ANY SUCH NOTICE, OR WHOSE CLAIMS HAVE BEEN
DISALLOWED BY THE COURT, AS AGAINST THE CORPORATION, ITS ASSETS,  DIREC-
TORS, OFFICERS AND MEMBERS.
  (5)  THE  DETERMINATION AND ENFORCEMENT OF THE LIABILITY OF ANY DIREC-
TOR, OFFICER, MEMBER OR SUBSCRIBER  FOR  CAPITAL  CERTIFICATES,  TO  THE
CORPORATION OR FOR THE LIABILITIES OF THE CORPORATION.
  (6)  THE PRESENTATION AND FILING OF INTERMEDIATE AND FINAL ACCOUNTS OF
THE DIRECTORS, THE HEARING THEREON, THE ALLOWANCE OR DISALLOWANCE THERE-
OF, AND THE DISCHARGE OF THE DIRECTORS,  OR  ANY  OF  THEM,  FROM  THEIR
LIABILITIES.
  (7) THE ADMINISTRATION OF ANY TRUST, OR THE DISPOSITION OF ANY PROPER-
TY HELD IN TRUST BY OR FOR THE CORPORATION.
  (8)  THE  PAYMENT,  SATISFACTION  OR  COMPROMISE OF CLAIMS AGAINST THE
CORPORATION, THE RETENTION OF ASSETS FOR SUCH PURPOSE, AND THE  DETERMI-
NATION OF THE ADEQUACY OF PROVISIONS MADE FOR PAYMENT OF THE LIABILITIES
OF THE CORPORATION.
  (9) THE DISPOSITION OR DESTRUCTION OF RECORDS, DOCUMENTS AND PAPERS OF
THE CORPORATION.
  (10)  THE  APPOINTMENT  AND  REMOVAL OF A RECEIVER UNDER ARTICLE 12 OF
THIS CHAPTER WHO MAY BE A DIRECTOR, OFFICER  OR  MEMBER  OF  THE  CORPO-
RATION.
  (11)  THE  ISSUANCE OF INJUNCTIONS FOR ONE OR MORE OF THE PURPOSES AND
AS PROVIDED IN SECTION 1113 OF THIS CHAPTER.
  (12) THE RETURN OF SUBSCRIPTION PAYMENTS TO  SUBSCRIBERS  FOR  CAPITAL
CERTIFICATES,  AND  THE  MAKING  OF DISTRIBUTIONS, IN CASH OR IN KIND OR
PARTLY IN EACH, TO THE MEMBERS.
  (13) THE PAYMENT TO THE STATE COMPTROLLER, AS ABANDONED  PROPERTY,  OF
ASSETS UNDER PARAGRAPH (D) OF SECTION 1002-A OF THIS ARTICLE.
  (14)  WHERE  ASSETS  HELD  BY THE CORPORATION WERE ASSETS RECEIVED FOR
SPECIFIC PURPOSES, THE DISTRIBUTION OF SUCH ASSETS TO ONE OR MORE DOMES-
TIC OR FOREIGN CORPORATIONS OR OTHER ORGANIZATIONS ENGAGED IN ACTIVITIES
SUBSTANTIALLY SIMILAR TO THOSE OF THE DISSOLVED CORPORATION,  ON  NOTICE
TO  THE  ATTORNEY GENERAL AND TO SUCH OTHER PERSONS, AND IN SUCH MANNER,
AS THE COURT MAY DEEM PROPER.
  (B) NO ORDER ANNULLING A DISSOLUTION SHALL BE MADE UNDER THIS  SECTION
IF THE NAME OF THE CORPORATION WHOSE DISSOLUTION IS TO BE ANNULLED IS NO
LONGER  AVAILABLE  FOR  USE BY SUCH CORPORATION, UNLESS SUCH CORPORATION
SUBMITS WITH ITS PETITION FOR THE ANNULMENT OF THE DISSOLUTION A CERTIF-
ICATE OF RESERVATION OF ANOTHER AVAILABLE NAME.

S. 3755                            85

  (C) ORDERS UNDER THIS SECTION MAY BE ENTERED EX PARTE, EXCEPT THAT  IF
SUCH  SPECIAL  PROCEEDING WAS NOT INSTITUTED UPON PETITION OF THE CORPO-
RATION, NOTICE SHALL BE GIVEN TO THE CORPORATION IN SUCH MANNER  AS  THE
COURT MAY DIRECT. NOTICE SHALL BE GIVEN TO OTHER PERSONS INTERESTED, AND
IN SUCH MANNER, AS THE COURT MAY DEEM PROPER, OF ANY HEARINGS AND OF THE
ENTRY OF ANY ORDERS ON SUCH MATTERS AS THE COURT SHALL DEEM PROPER.  ALL
ORDERS  MADE  BY  THE COURT UNDER THIS SECTION SHALL BE BINDING UPON THE
ATTORNEY-GENERAL, THE CORPORATION,  ITS  DIRECTORS,  OFFICERS,  MEMBERS,
SUBSCRIBERS  FOR  CAPITAL  CERTIFICATES,  INCORPORATORS,  CREDITORS  AND
CLAIMANTS.
S 1009. APPLICABILITY TO DISSOLUTION UNDER OTHER PROVISIONS.
  THE PROVISIONS OF PARAGRAPHS (C), (D) AND (E) OF SECTION  1002-A,  AND
SECTIONS  1006,  1007  AND  1008 OF THIS ARTICLE SHALL APPLY TO A CORPO-
RATION DISSOLVED BY PROCLAMATION PURSUANT TO SECTION 1014 OF THIS  ARTI-
CLE,  BY  EXPIRATION  OF  ITS  PERIOD  OF  DURATION OR UNDER SECTION TWO
HUNDRED THREE-A OF THE TAX LAW, OR TO AN INCORPORATED FIREMEN'S  BENEVO-
LENT ASSOCIATION CREATED BY ACT OF THE LEGISLATURE IF SUCH ACT IS SUBSE-
QUENTLY REPEALED.
S 1010. REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS.
  (A) AT ANY TIME PRIOR TO THE FILING OF A CERTIFICATE OF DISSOLUTION BY
THE  DEPARTMENT  OF  STATE, A CORPORATION MAY REVOKE THE ACTION TAKEN TO
DISSOLVE THE CORPORATION IN THE FOLLOWING MANNER:
  (1) IF THERE ARE MEMBERS ENTITLED TO VOTE THEREON:
  (A) UNLESS THE CERTIFICATE OF INCORPORATION DISPENSES WITH DISSOLUTION
ACTION BY THE BOARD, THE BOARD SHALL  ADOPT  A  RESOLUTION  RECOMMENDING
THAT  THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS  BE REVOKED AND DIRECTING
SUBMISSION OF THE PROPOSED REVOCATION TO A VOTE OF THE MEMBERS  ENTITLED
TO VOTE THEREON.
  (B)  REVOCATION  OF  THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS SHALL BE
AUTHORIZED BY TWO-THIRDS VOTE AS PROVIDED IN PARAGRAPH  (C)  OF  SECTION
613 OF THIS CHAPTER.
  (2)  IF  THERE  ARE NO MEMBERS ENTITLED TO VOTE THEREON, REVOCATION OF
THE VOLUNTARY DISSOLUTION PROCEEDINGS SHALL BE AUTHORIZED BY THE VOTE OF
A MAJORITY OF THE DIRECTORS THEN IN OFFICE.
  (3) IF APPROVAL OF THE DISSOLUTION OF A CORPORATION BY A  GOVERNMENTAL
BODY  OR  OFFICER  IS  REQUIRED, AS PROVIDED IN PARAGRAPH (C) OF SECTION
1002 OF THIS ARTICLE, AND SUCH APPROVAL HAS BEEN  GIVEN,  REVOCATION  OF
THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS SHALL NOT BE AUTHORIZED WITHOUT
APPROVAL THEREOF BY SUCH BODY OR OFFICER.
S 1012. CERTIFICATION OF ANNULMENT OF DISSOLUTION AND  REINSTATEMENT  OF
          CORPORATE EXISTENCE.
  (A)  ANY CORPORATION DISSOLVED UNDER FORMER SECTION FIFTY-SEVEN OF THE
MEMBERSHIP CORPORATIONS LAW MAY, AT ANY TIME AFTER THE EFFECTIVE DATE OF
THIS ARTICLE, DELIVER TO THE DEPARTMENT OF STATE  A  SIGNED  CERTIFICATE
WHICH  SHALL  BE  ENTITLED, "CERTIFICATE OF ANNULMENT OF DISSOLUTION AND
REINSTATEMENT         OF         CORPORATE         EXISTENCE          OF
..................................  (NAME  OF  CORPORATION)  PURSUANT TO
SECTION 1012 OF THE NON-PROFIT CORPORATION LAW" AND SHALL SET FORTH:
  (1) THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE  NAME
UNDER WHICH IT WAS FORMED.
  (2)  THE DATE OF THE FILING OF ITS CERTIFICATE OF INCORPORATION BY THE
DEPARTMENT OF STATE.
  (3) THE LAW UNDER WHICH IT WAS FORMED.
  (4) THAT IT FAILED TO DELIVER TO THE DEPARTMENT  OF  STATE  A  CERTIF-
ICATE,  AS  REQUIRED BY SUBDIVISION ONE OF FORMER SECTION FIFTY-SEVEN OF
THE MEMBERSHIP CORPORATIONS LAW.

S. 3755                            86

  (5) THAT IT ELECTS TO BE REINSTATED  AND  TO  CONTINUE  ITS  CORPORATE
EXISTENCE.
  (6) THAT, UNDER SECTION 201 OF THIS CHAPTER, IT IS A NON-PROFIT CORPO-
RATION.
  (B)  NOTWITHSTANDING SUBPARAGRAPH (1) OF PARAGRAPH (A) OF SECTION 1006
OF THIS ARTICLE, THE DIRECTORS OF A  CORPORATION  WHOSE  DISSOLUTION  IS
ANNULLED  UNDER  THIS  SECTION  SHALL  BE DEEMED TRUSTEES OF ITS ASSETS,
UNLESS SUCH ASSETS HAVE BEEN DISTRIBUTED PURSUANT TO SECTION  1002-A  OF
THIS ARTICLE.
  (C)  THE  FILING  OF SUCH CERTIFICATE BY THE DEPARTMENT OF STATE SHALL
HAVE THE EFFECT OF ANNULLING ALL OF THE  PROCEEDINGS  THERETOFORE  TAKEN
FOR  THE  DISSOLUTION  OF SUCH CORPORATION, AND IT SHALL THEREAFTER HAVE
SUCH  CORPORATE  POWERS,  RIGHTS,  PRIVILEGES,  IMMUNITIES,  DUTIES  AND
LIABILITIES  AS IT HAD ON THE DATE OF PUBLICATION OF THE PROCLAMATION OF
DISSOLUTION, AS IF SUCH PROCLAMATION HAD NOT BEEN MADE AND PUBLISHED.
  (D) THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE OF  ANNULMENT
OF  DISSOLUTION  AND REINSTATEMENT OF CORPORATE EXISTENCE IF THE NAME OF
THE CORPORATION BEING REINSTATED IS NOT AVAILABLE UNDER SECTION  301  OF
THIS CHAPTER FOR USE BY A CORPORATION THEN BEING FORMED UNDER THIS CHAP-
TER,  UNLESS  SUCH  CERTIFICATE  SHALL  CHANGE  THE NAME TO ONE WHICH IS
AVAILABLE FOR SUCH USE.
  (E) IF, AFTER THE PUBLICATION OF THE PROCLAMATION OF  DISSOLUTION,  IT
SHALL  APPEAR  THAT THE NAME OF ANY CORPORATION WAS ERRONEOUSLY INCLUDED
THEREIN, THE SECRETARY OF STATE SHALL MAKE AN APPROPRIATE ENTRY  ON  THE
RECORDS  OF  THE DEPARTMENT OF STATE, WHICH ENTRY SHALL  HAVE THE EFFECT
OF ANNULLING ALL OF THE PROCEEDINGS THERETOFORE TAKEN  FOR  THE  DISSOL-
UTION  OF  THE  CORPORATION  UNDER  THIS SECTION, AND IT SHALL HAVE SUCH
CORPORATE POWERS, RIGHTS, PRIVILEGES, IMMUNITIES, DUTIES AND LIABILITIES
AS IT HAD ON THE DATE OF SUCH PUBLICATION OF  THE  PROCLAMATION,  AS  IF
SUCH PROCLAMATION HAD NOT BEEN MADE AND PUBLISHED.
  (F)  WHENEVER  A  CORPORATION  HAS COMPLIED WITH PARAGRAPH (A) OF THIS
SECTION OR THE ACTION SPECIFIED IN PARAGRAPH (E)  OF  THIS  SECTION  HAS
BEEN TAKEN, THE SECRETARY OF STATE SHALL PUBLISH A NOTICE THEREOF IN THE
STATE ADVERTISING BULLETIN AND SHALL SEND A COPY OF SUCH BULLETIN TO THE
CLERK  OF  THE COUNTY IN WHICH THE OFFICE OF THE CORPORATION IS LOCATED.
THE COUNTY CLERK SHALL FILE SUCH COPY AND MAKE APPROPRIATE ENTRY ON  HIS
OR HER RECORD WITHOUT CHARGE.
  (G)  NOTHING IN THIS SECTION SHALL BE DEEMED TO EXTEND THE DURATION OF
ANY CORPORATION AS STATED IN ITS CERTIFICATE OF INCORPORATION.
  (H) THE FEE OF THE SECRETARY OF STATE FOR FILING A  CERTIFICATE  UNDER
THIS SECTION SHALL BE TEN DOLLARS.
S 1013. DISSOLUTION OF CERTAIN FIREMEN'S BENEVOLENT ASSOCIATIONS.
  (A) AN INCORPORATED FIREMEN'S BENEVOLENT ASSOCIATION CREATED BY ACT OF
THE  LEGISLATURE  MAY DISSOLVE IN ACCORDANCE WITH THE PROVISIONS OF THIS
ARTICLE.
  (B) ANY SUCH CORPORATION AUTHORIZED TO HAVE PAID TO  IT  FOREIGN  FIRE
INSURANCE    PREMIUM  TAXES  IMPOSED  UNDER  SECTIONS  NINE THOUSAND ONE
HUNDRED FOUR AND NINE THOUSAND ONE HUNDRED FIVE  OF  THE  INSURANCE  LAW
SHALL,  IN ADDITION TO ANY OTHER REQUIREMENTS OF THIS ARTICLE, FILE WITH
THE SUPERINTENDENT OF INSURANCE A COPY OF  THE  CERTIFICATE  OF  DISSOL-
UTION. MONEYS THEN DUE AND OWING TO THE CORPORATION UNDER SUCH SECTIONS,
AND  MONEYS  THEREAFTER OTHERWISE PAYABLE TO THE CORPORATION PURSUANT TO
SUCH AUTHORIZATION, SHALL BE DISTRIBUTED AS PROVIDED IN SUCH SECTIONS.
S 1014. DISSOLUTION OF DOMESTIC CORPORATIONS BY PROCLAMATION.
  EVERY CORPORATION INCORPORATED PURSUANT TO THIS CHAPTER, OTHER THAN  A
CORPORATION  INCORPORATED  PURSUANT  TO  ARTICLE 15 OF THIS CHAPTER, AND

S. 3755                            87

REGISTERED OR REQUIRED TO BE REGISTERED PURSUANT TO ARTICLE  SEVEN-A  OF
THE  EXECUTIVE  LAW  OR ARTICLE EIGHT OF THE ESTATES, POWERS  AND TRUSTS
LAW SHALL BE SUBJECT TO DISSOLUTION FOR FAILURE TO REGISTER OR  TO  FILE
ANNUAL FINANCIAL REPORTS IN ACCORDANCE WITH THE FOLLOWING PROCEDURES:
  (A)  ON  OR BEFORE THE LAST DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER
IN EACH CALENDAR YEAR, THE ATTORNEY GENERAL MAY CERTIFY AND TRANSMIT  TO
THE DEPARTMENT OF STATE A LIST CONTAINING THE NAMES OF ANY OR ALL CORPO-
RATIONS  FORMED  PURSUANT  TO THIS CHAPTER AND REGISTERED OR REQUIRED TO
REGISTER PURSUANT TO ARTICLE SEVEN-A OF THE  EXECUTIVE  LAW  OR  ARTICLE
EIGHT  OF  THE ESTATES, POWERS AND TRUSTS LAW THAT HAVE NOT FILED ANNUAL
FINANCIAL REPORTS FOR EACH OF THE FIVE YEARS IMMEDIATELY  PRECEDING  THE
DATE  OF  SUCH  CERTIFICATION.  THIS  SECTION SHALL NOT BE APPLICABLE TO
CORPORATIONS THAT FILED REPORTS DEEMED BY THE  ATTORNEY  GENERAL  TO  BE
INCOMPLETE, ERRONEOUS OR OTHERWISE DEFICIENT.
  (B)  NO CORPORATION SHALL BE INCLUDED IN ANY LIST PREPARED PURSUANT TO
PARAGRAPH (A) OF THIS SECTION UNLESS (1) IN EACH OF THE LAST  TWO  YEARS
DURING  WHICH  SUCH  CORPORATION  FAILED  TO FILE ITS ANNUAL REPORT, THE
ATTORNEY GENERAL HAS SENT TO SUCH CORPORATION BY CERTIFIED  MAIL  RETURN
RECEIPT REQUESTED NOTICE THAT THE CORPORATION HAS FAILED TO FILE AND HAS
THREE MONTHS FROM THE DATE OF SUCH NOTICE TO FILE ALL DELINQUENT REPORTS
AND  COMPLETE  ALL REGISTRATION REQUIREMENTS, PROVIDED, HOWEVER, THAT IF
THE LAST KNOWN ADDRESS OF RECORD OF THE CORPORATION IS  NOT  WITHIN  THE
UNITED STATES, THE NOTICE TO SUCH CORPORATION SHALL BE SENT BY ANY OTHER
REASONABLE  MEANS,  (2)  THE  SECOND  SUCH  NOTICE WAS SENT AT LEAST SIX
MONTHS PRIOR TO THE DATE OF THE CERTIFICATION REQUIRED BY PARAGRAPH  (A)
OF  THIS  SECTION AND (3) THE ATTORNEY GENERAL USED REASONABLE DILIGENCE
TO IDENTIFY A CURRENT ADDRESS FOR THE CORPORATION.
  (C) IF THE SECRETARY OF STATE, UPON COMPARING THE NAMES  SO  CERTIFIED
WITH  HIS OR HER RECORDS, SHALL DISCOVER ERROR, HE OR SHE MAY RETURN THE
LIST TO THE ATTORNEY GENERAL FOR CORRECTION.
  (D) THE SECRETARY OF STATE SHALL MAKE A PROCLAMATION UNDER HIS OR  HER
HAND  AND  SEAL  OF  OFFICE  AS  TO EACH LIST RECEIVED FROM THE ATTORNEY
GENERAL DECLARING ANY CORPORATIONS WHOSE NAMES ARE INCLUDED IN SUCH LIST
TO BE DISSOLVED AND THEIR CERTIFICATES OF INCORPORATION TO BE FORFEITED.
THE SECRETARY SHALL FILE THE ORIGINAL PROCLAMATION IN HIS OR HER  OFFICE
AND  SHALL  PUBLISH  A  COPY THEREOF IN THE STATE REGISTER NO LATER THAN
THREE MONTHS FOLLOWING RECEIPT OF THE LIST BY HIM OR HER.
  (E) UPON THE PUBLICATION OF SUCH PROCLAMATION IN THE MANNER PROSCRIBED
IN PARAGRAPH (D) OF THIS SECTION, EACH CORPORATION NAMED  THEREIN  SHALL
BE DEEMED DISSOLVED WITHOUT FURTHER LEGAL PROCEEDINGS.
  (F)  THE  SECRETARY  OF  STATE SHALL MAIL A COPY OF THE STATE REGISTER
CONTAINING SUCH PROCLAMATION TO THE CLERK OF EACH COUNTY IN  THE  STATE.
THE  COUNTY CLERK SHALL FILE THE COPY WITHOUT CHARGE BUT NEED NOT RECORD
IT.
  (G) THE NAMES OF ALL CORPORATIONS SO DISSOLVED SHALL BE RESERVED FOR A
PERIOD OF ONE YEAR IMMEDIATELY FOLLOWING THE PUBLICATION OF THE  PROCLA-
MATION,  AND  DURING  SUCH  PERIOD  NO  DOMESTIC  BUSINESS  CORPORATION,
NON-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
SHALL BE FORMED UNDER A NAME THE SAME AS ANY NAME SO RESERVED  OR  WHICH
MAY  NOT  BE  DISTINGUISHED  FROM  ANY  NAME  SO RESERVED, NOR SHALL ANY
FOREIGN BUSINESS CORPORATION, NON-PROFIT CORPORATION, LIMITED  LIABILITY
COMPANY  OR LIMITED PARTNERSHIP, WITHIN SUCH PERIOD, BE AUTHORIZED TO DO
BUSINESS OR CONDUCT ACTIVITIES IN THIS STATE UNDER A NAME  THE  SAME  AS
ANY  OTHER  NAME  WHICH MAY NOT BE DISTINGUISHED FROM SUCH OTHER NAME SO
RESERVED.

S. 3755                            88

  (H) ANY CORPORATION SO DISSOLVED MAY FILE IN THE DEPARTMENT OF STATE A
WRITTEN CONSENT BY THE ATTORNEY GENERAL  TO  THE  REINSTATEMENT  OF  THE
CORPORATION. SUCH WRITTEN CONSENT SHALL BE GIVEN IF THE ATTORNEY GENERAL
SHALL  HAVE  RECEIVED  ALL ANNUAL FINANCIAL REPORTS AND FEES REQUIRED BY
ARTICLE  SEVEN-A  OF THE EXECUTIVE LAW AND ARTICLE EIGHT OF THE ESTATES,
POWERS AND TRUSTS LAW AND PENALTIES AND INTEREST CHARGES RELATED THERETO
HAVE BEEN PAID OR WAIVED. THE FILING OF  SUCH  CONSENT  SHALL  HAVE  THE
EFFECT  OF  ANNULLING ALL OF THE PROCEEDINGS THERETOFORE TAKEN UNDER THE
PROVISIONS OF THIS SECTION FOR THE DISSOLUTION OF SUCH CORPORATION  WITH
THE  SAME  FORCE AND EFFECT AS IF SUCH PROCLAMATION HAD NOT BEEN MADE OR
PUBLISHED. THE FEE OF THE SECRETARY OF STATE  FOR  FILING  SUCH  CONSENT
SHALL  BE FIFTY DOLLARS. NO SUCH CONSENT SHALL BE FILED IF THE NAME OF A
DOMESTIC NON-PROFIT CORPORATION, BUSINESS CORPORATION, NON-PROFIT CORPO-
RATION, LIMITED LIABILITY COMPANY OR LIMITED  PARTNERSHIP  FORMED  LATER
THAN  ONE YEAR AFTER THE PUBLICATION OF THE PROCLAMATION OF DISSOLUTION,
OR THE NAME OR FICTITIOUS NAME OR OF  A  FOREIGN  BUSINESS  CORPORATION,
NON-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
WHICH HAS OBTAINED AUTHORITY TO DO BUSINESS OR CONDUCT ACTIVITIES IN THE
STATE  LATER  THAN  ONE  YEAR AFTER SUCH PROCLAMATION, OR NAME WHICH HAS
BEEN RESERVED LATER THAN ONE YEAR AFTER SUCH PROCLAMATION, IS  THE  SAME
AS  OR  MAY NOT BE DISTINGUISHED FROM THE NAME OF THE CORPORATION FILING
SUCH CONSENT UNLESS SUCH CORPORATION SIMULTANEOUSLY FILES IN THE DEPART-
MENT OF STATE A CERTIFICATE OF AMENDMENT TO  CHANGE  THE  NAME  OF  SUCH
CORPORATION.    SUCH  CERTIFICATE OF AMENDMENT SHALL BE EXECUTED IN LIKE
MANNER AS IF SUCH CORPORATION HAD NOT BEEN DISSOLVED.
  (I) IF, AFTER THE PUBLICATION OF SUCH PROCLAMATION,  IT  SHALL  APPEAR
THAT  THE  NAME OF ANY CORPORATION WAS ERRONEOUSLY INCLUDED THEREIN, THE
ATTORNEY GENERAL SHALL SO CERTIFY TO THE SECRETARY  OF  STATE,  AND  THE
SECRETARY  OF  STATE  SHALL MAKE APPROPRIATE ENTRY ON THE RECORDS OF THE
DEPARTMENT OF STATE, WHICH ENTRY SHALL HAVE THE EFFECT OF ANNULLING  ALL
OF  THE  PROCEEDINGS  THERETOFORE  TAKEN  UNDER  THE  PROVISIONS OF THIS
SECTION FOR THE DISSOLUTION OF SUCH CORPORATION WITH THE SAME FORCE  AND
EFFECT AS IF SUCH PROCLAMATION HAD NOT BEEN MADE OR PUBLISHED.
  (J)  WHENEVER  A CORPORATION SHALL HAVE COMPLIED WITH PARAGRAPH (H) OF
THIS SECTION OR WHENEVER THE PROCEDURES SPECIFIED IN  PARAGRAPH  (I)  OF
THIS SECTION SHALL HAVE BEEN TAKEN, THE SECRETARY OF STATE SHALL PUBLISH
A  NOTICE  THEREOF  IN  THE STATE REGISTER AND SHALL SEND A COPY OF SUCH
NOTICE TO THE COUNTY CLERK OF THE COUNTY IN WHICH, ACCORDING TO  HIS  OR
HER RECORDS, THE OFFICE OF THE CORPORATION IS LOCATED. SUCH COUNTY CLERK
SHALL  FILE  SUCH  COPY AND MAKE APPROPRIATE ENTRY ON HIS OR HER RECORDS
WITHOUT CHARGE.
  (K) IF, AFTER THE DISSOLUTION OF ANY CORPORATION, ASSETS OF THE CORPO-
RATION ARE LOCATED, THE ATTORNEY GENERAL SHALL ACT WITH RESPECT TO  SUCH
ASSETS IN ACCORDANCE WITH THIS ARTICLE AND ARTICLE 11 OF THIS CHAPTER.
  S 11. Sections 1203 and 1204 of the not-for-profit corporation law are
amended to read as follows:
S 1203. Temporary and permanent receiver.
  (a)  At any stage before final judgment or final order in an action or
special proceeding brought under this article, the court may appoint one
or  more receivers of the property of the corporation or of the property
in this state of a foreign corporation against which an action has  been
brought  under  subparagraph  [(a)] (4) OF PARAGRAPH (A) of section 1202
[(Appointment of a receiver of property of a domestic or foreign  corpo-
ration)]  OF  THIS ARTICLE.   Notice of an application shall be given to
the attorney-general, to each governmental body or officer whose consent
is required for the dissolution of such corporation, and to  such  other

S. 3755                            89

persons  and  in such manner as the court directs.  The determination by
the court of the necessity or advisability of appointing a  receiver  or
an  attorney  for a receiver, and the allowance of expenses, commissions
or compensation to the receiver or [his] SUCH attorney, shall be subject
to review on appeal.  This provision shall not affect any other right to
review on appeal.
  (b)   A receiver appointed by or under a final judgment or order in an
action or special proceeding, or a temporary receiver who  is  continued
by  the final judgment or order, is a permanent receiver.  The court may
confer upon a temporary receiver  the  powers,  and  subject  [him]  THE
TEMPORARY  RECEIVER  to  the  duties of a permanent receiver, or so much
thereof as it deems proper.
S 1204. Oath and security.
  [(a)] A receiver, before entering upon his OR HER duties, shall: [(1)]
(A) Take and subscribe an oath that he OR SHE will faithfully,  honestly
and  impartially  discharge  the  trust committed to him OR HER, and the
oath shall be filed with the clerk of the court in which the  action  or
special proceeding is pending.
  [(2)] (B) File with the clerk of such court a bond to the people, with
at  least  two sufficient sureties or a bond executed by any fidelity or
surety company authorized by the laws of this state  to  transact  busi-
ness, in a penalty fixed by the court appointing him OR HER, conditioned
for  the faithful discharge of his OR HER duties as receiver.  The court
may at any time direct a receiver to give a new bond with  new  sureties
and with like condition.
  S  12.  Subparagraphs  2 and 3 of paragraph (b) of section 1206 of the
not-for-profit corporation law are amended to read as follows:
  (2)  To sell at public or private sale  all  the  property  vested  in
[him]  THE  PERMANENT  RECEIVER,  in  such  manner and on such terms and
conditions as the court shall direct, and to  make  necessary  transfers
and conveyances thereof.
  (3)    To  examine  on oath, to be administered by [him] THE PERMANENT
RECEIVER, any person concerning any matter pertaining  to  or  affecting
the receivership.
  S  13.  Section 1207 of the not-for-profit corporation law, clause (C)
of subparagraph 1 of paragraph (a) as amended by chapter 847 of the laws
of 1970, is amended to read as follows:
S 1207. Duties of receiver upon appointment.
  (a)  Upon appointment and qualification, a  receiver  shall  have  the
following duties:
  (1)  To give immediate notice of his appointment by publication once a
week  for  two successive weeks in two newspapers of general circulation
in the county where the office of the corporation is located or, in  the
case  of  a foreign corporation against which an action has been brought
under subparagraph [(a)] (4) of PARAGRAPH (A) OF section 1202 [(Appoint-
ment of receiver of property of a domestic or foreign  corporation)]  OF
THIS  ARTICLE,  in a newspaper of general circulation as directed by the
court, requiring:
  (A)  All persons indebted to the corporation to render an  account  of
all  debts  owing  by them to the corporation and to pay the same to the
receiver at a specified place and by a specified day.
  (B)  All persons having in their possession any property of the corpo-
ration to deliver the same to the receiver at the specified place and by
the specified day.
  (C)  All creditors and claimants, including any with  unliquidated  or
contingent  claims  and  any  with  whom the corporation has unfulfilled

S. 3755                            90

contracts, to present their claims to the receiver  in  writing  and  in
detail  at  a specified place and by a specified day, which shall not be
less than six months after the first publication of such notice.   When-
ever a receiver is appointed in dissolution proceedings under article 10
[(Non-judicial  dissolution)]  or article 11 [(Judicial dissolution)] OF
THIS CHAPTER, section 1007 [(Notice  to  creditors;  filing  or  barring
claims)]  OF  THIS  CHAPTER  shall apply and shall control the giving of
notice to creditors and claimants and the filing and barring of claims.
  (2)  To call a general meeting of the  creditors  of  the  corporation
within  four  months  from the date of his appointment by a notice to be
published as directed in  subparagraph  [(a)]  (1)  OF  THIS  PARAGRAPH,
setting  forth  the  time and place of such meeting, which time shall be
not more than two months, nor less than one month after the first publi-
cation of such notice.  At such meeting, or at an  adjournment  thereof,
the  receiver  shall present a statement of all accounts and demands for
and against the corporation, its subsisting contracts, and the money and
other assets in his OR HER hands.
  (3) To keep true books of account of all moneys received and  expended
by  him  OR HER as receiver, which books shall be open for inspection at
reasonable times by creditors or other persons interested therein.    On
or  before  the  first  day  of February in each year, for the preceding
calendar year, and at such other times as the court  shall  direct,  the
receiver  shall  file with the clerk of the court by which he OR SHE was
appointed a verified statement showing the assets received, the disposi-
tion thereof, the money on  hand,  all  payments  made,  specifying  the
persons  to whom paid and the purpose of the payments, the amount neces-
sary to be retained to meet necessary expenses and  claims  against  the
receiver,  and  the  distributive  share in the remainder of each person
interested therein.  A copy of such statement shall  be  served  by  the
receiver  upon  the  attorney-general  within five days after the filing
thereof.
  S 14. Paragraphs (a) and (e) of section  1209  of  the  not-for-profit
corporation law are amended to read as follows:
  (a)  Whenever a receiver, by verified petition to the supreme court at
a  special term held in the judicial district in which [he] THE RECEIVER
was appointed, shall show that he OR SHE has good reason to believe that
any person has in his OR HER possession or under his OR HER control,  or
has  wrongfully  concealed, withheld or disposed of, any property of the
corporation, or that any person can testify concerning such  facts,  the
court, with or without notice, shall make an order requiring such person
to appear before the court or a referee, at a time and place designated,
and  submit  to an examination concerning such facts.  In such order, or
at any time thereafter, in its discretion,  the  court  may  enjoin  and
restrain  such  person from disposing of any property of the corporation
in his OR HER possession or under his OR HER control.
  (e)  The testimony taken under such order shall be signed and sworn to
by the person examined, and be filed in the office of the clerk  of  the
county  where  the  action or proceeding is pending.  If it shall appear
that any person is wrongfully concealing or withholding, or has  in  his
OR  HER  possession  or  under  his  OR HER control, any property of the
corporation, on notice to [him] SUCH PERSON, the court may make an order
requiring [him] SUCH PERSON forthwith to deliver  it  to  the  receiver,
subject to the further order of the court.
  S  15.  Section  1212 of the not-for-profit corporation law, paragraph
(b) as amended by chapter 726 of the laws of 2005, is amended to read as
follows:

S. 3755                            91

S 1212. Disposition of  moneys  retained;  surplus;  unclaimed  distrib-
          utions.
  (a) When any action pending at the time of final distribution shall be
terminated,  the  receiver  shall apply the moneys retained by [him] THE
RECEIVER to the payment of the amount recovered, and [his]  THE  RECEIV-
ER'S necessary charges and expenses incurred therein.
  (b) After the final distribution to creditors and after deducting [his
or her] THE RECEIVER'S charges and expenses, the receiver shall distrib-
ute  any  surplus  in the manner prescribed in section 1002-a [(Carrying
out the plan of dissolution and distribution of assets)] OF THIS CHAPTER
or, if dissolution of the corporation is not involved, in such manner as
the court shall order.
  S 16. Sections 1213, 1214 and 1215 of the  not-for-profit  corporation
law are amended to read as follows:
S 1213. Omission or default of receiver.
  Upon  notice to the attorney-general and upon such notice to creditors
or others interested as the court shall direct, the court  may,  in  the
furtherance of justice, relieve a receiver from any omission or default,
on  such  conditions  as  may  be imposed, and, on compliance therewith,
confirm [his] THE RECEIVER'S action.
S 1214. Application by attorney-general for removal of receiver  and  to
          close receivership.
  (a)    Whenever  he  OR  SHE  deems  it  to be to the advantage of the
members, creditors or other persons interested  in  the  assets  of  any
corporation for which a receiver has been appointed, the attorney-gener-
al may move:
  (1)  For an order removing the receiver and appointing another [in his
stead] RECEIVER;
  (2)  To compel the receiver to account;
  (3)   For such other and additional orders as may facilitate the clos-
ing of the receivership.
S 1215. Resignation by receiver; filling any vacancy.
  (a)  A receiver may petition the [court] appointing [him] COURT for an
order to show cause why he OR SHE should not be permitted to resign.
  (b)  The petition shall be accompanied by a verified  account  of  all
the  assets  of  the  corporation received by [him] THE RECEIVER, of all
payments or other disposition thereof made by [him] THE RECEIVER, of the
remaining assets of the corporation in respect to which [he] THE RECEIV-
ER was appointed receiver and the situation of the same, and of all  his
OR  HER  transactions as receiver.   Thereupon, the court shall grant an
order directing notice to be given to the sureties on his OR  HER  offi-
cial  bond  and  to all persons interested in the property of the corpo-
ration to show cause, at a time and place specified,  why  the  receiver
should  not be permitted to resign.  Such notice shall be published once
in each week for six successive weeks in one or more newspapers  as  the
court  shall  direct.    If  it shall appear that the proceedings of the
receiver in the discharge of his OR HER trust have been fair and  honest
and that there is no good cause to the contrary, the court shall make an
order  permitting  such receiver to resign.  Thereupon [he] THE RECEIVER
shall be discharged and his OR HER powers as receiver shall  cease,  but
he  OR  SHE  shall remain subject to any liability incurred prior to the
making of such order.  The court, in its  discretion,  may  require  the
expense  of  such  proceeding  to be paid by the receiver presenting the
petition.
  (c)  Any vacancy created by resignation, removal, death or  otherwise,
may  be  filled by the court, and the property of the receivership shall

S. 3755                            92

be delivered to the remaining receivers or, if there are  none,  to  the
successor  appointed  by  the  court.    The court may summarily enforce
delivery by order in the action  or  special  proceeding  in  which  the
receiver was appointed.
  S  17.  Section 1302 of the not-for-profit corporation law, as amended
by chapter 847 of the laws of 1970, is amended to read as follows:
S 1302. Application to existing authorized foreign corporations.
  Every foreign corporation which on the effective date of this  chapter
is authorized to conduct activities in this state under a certificate of
authority  heretofore  issued  to  it  by  the  secretary of state shall
continue to have such authority.  Such foreign corporation, its members,
directors, and officers shall have  the  same  rights,  franchises,  and
privileges  and  shall be subject to the same limitations, restrictions,
liabilities, and penalties as a  foreign  corporation  authorized  under
this  chapter,  its  members,  directors, and officers respectively.  [A
foreign corporation may by amendment to its certificate of authority set
forth the type of corporation it is under section 201 (Purposes); and in
the absence of such amendment an authorized foreign corporation shall be
a Type B corporation.] Reference in this chapter to an  application  for
authority  shall,  unless  the  context  otherwise requires, include the
statement and designation and any amendment thereof required to be filed
by the secretary of state under prior statutes to obtain  a  certificate
of authority.
  S  18.  Section 1304 of the not-for-profit corporation law is REPEALED
and a new section 1304 is added to read as follows:
S 1304. APPLICATION FOR AUTHORITY; CONTENTS.
  (A) A FOREIGN CORPORATION MAY APPLY FOR AUTHORITY  TO  CONDUCT  ACTIV-
ITIES  IN  THIS STATE BY FILING AN APPLICATION ENTITLED "APPLICATION FOR
AUTHORITY OF ......... (NAME OF CORPORATION) UNDER SECTION 1304  OF  THE
NON-PROFIT  CORPORATION LAW." THE APPLICATION SHALL BE SIGNED AND DELIV-
ERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
  (1) THE NAME OF THE FOREIGN CORPORATION.
  (2) THE FICTITIOUS NAME THE CORPORATION AGREES TO USE  IN  THIS  STATE
PURSUANT TO SECTION 1301 OF THIS ARTICLE, IF APPLICABLE.
  (3) THE JURISDICTION AND DATE OF ITS INCORPORATION.
  (4)  THAT  THE  CORPORATION  IS  A  FOREIGN  CORPORATION AS DEFINED IN
SUBPARAGRAPH (7) OF PARAGRAPH (A) OF SECTION  102  OF  THIS  CHAPTER;  A
STATEMENT  OF ITS PURPOSES TO BE PURSUED IN THIS STATE AND OF THE ACTIV-
ITIES WHICH IT PROPOSES TO CONDUCT IN THIS STATE; A STATEMENT THAT IT IS
AUTHORIZED TO CONDUCT THOSE ACTIVITIES IN THE JURISDICTION OF ITS INCOR-
PORATION.
  (5) THE COUNTY WITHIN THIS STATE IN WHICH ITS OFFICE IS TO BE LOCATED.
  (6) A DESIGNATION OF THE SECRETARY OF STATE AS  ITS  AGENT  UPON  WHOM
PROCESS  AGAINST  IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN OR
WITHOUT THIS STATE TO WHICH THE SECRETARY OF STATE SHALL MAIL A COPY  OF
ANY PROCESS AGAINST IT SERVED UPON HIM OR HER.
  (7)  IF  IT IS TO HAVE A REGISTERED AGENT, HIS OR HER NAME AND ADDRESS
WITHIN THIS STATE AND A STATEMENT THAT THE REGISTERED AGENT IS TO BE ITS
AGENT UPON WHOM PROCESS AGAINST IT MAY BE SERVED.
  (8) A STATEMENT THAT THE FOREIGN CORPORATION HAS NOT, SINCE ITS INCOR-
PORATION OR SINCE THE DATE ITS AUTHORITY TO CONDUCT ACTIVITIES  IN  THIS
STATE  WAS  LAST  SURRENDERED, DONE ANY ACT IN THIS STATE, EXCEPT AS SET
FORTH IN PARAGRAPH (B) OF SECTION 1301 OF THIS ARTICLE; OR  IN  LIEU  OF
SUCH  STATEMENT THE CONSENT OF THE STATE TAX COMMISSION TO THE FILING OF
THE APPLICATION SHALL BE ATTACHED THERETO.

S. 3755                            93

  (9) ANY PROVISION REQUIRED BY ANY  GOVERNMENTAL  BODY  OR  OFFICER  OR
OTHER  PERSON  OR BODY AS A CONDITION FOR GIVING THE CONSENT OR APPROVAL
REQUIRED FOR THE FILING OF SUCH APPLICATION FOR AUTHORITY, PROVIDED SUCH
PROVISION IS NOT INCONSISTENT WITH THIS CHAPTER OR ANY OTHER STATUTE  OF
THIS STATE. A CORPORATION WHOSE STATEMENT OF PURPOSES TO BE CONDUCTED IN
THIS  STATE  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 ANY
APPLICATION  FOR  AUTHORITY  AND  ANY  AMENDMENT  THERETO INVOLVING SUCH
CORPORATION TO THE OFFICE OF CHILDREN AND FAMILY  SERVICES WITHIN THIRTY
DAYS AFTER THE FILING OF SUCH APPLICATION OR AMENDMENT WITH THE  DEPART-
MENT OF STATE.
  (B)  ATTACHED  TO THE APPLICATION FOR AUTHORITY SHALL BE A CERTIFICATE
BY AN AUTHORIZED OFFICER OF THE JURISDICTION OF ITS  INCORPORATION  THAT
THE  FOREIGN CORPORATION IS AN EXISTING CORPORATION. IF SUCH CERTIFICATE
IS IN A FOREIGN LANGUAGE, A TRANSLATION THEREOF UNDER OATH OF THE TRANS-
LATOR SHALL BE ATTACHED THERETO.
  (C) IF THE APPLICATION FOR AUTHORITY SETS FORTH ANY PURPOSES OR ACTIV-
ITY FOR WHICH A DOMESTIC CORPORATION  COULD  BE  FORMED  ONLY  WITH  THE
CONSENT OR APPROVAL OF ANY GOVERNMENTAL BODY OR OFFICER, OR OTHER PERSON
OR BODY UNDER SECTION 404 OF THIS CHAPTER, OR WHICH, IF IT WAS CONTAINED
IN  THE  CERTIFICATE  OF  INCORPORATION OF A DOMESTIC CORPORATION, WOULD
SUBJECT THE DOMESTIC CORPORATION  TO THE REQUIREMENT UNDER SUCH  SECTION
404 OF PROVIDING A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION TO
A  GOVERNMENTAL  BODY  OR  OFFICER OR OTHER PERSON OR BODY, THEN (I) ANY
SUCH CONSENT OR APPROVAL  SHALL BE ENDORSED ON OR ANNEXED TO THE  APPLI-
CATION  FOR  AUTHORITY  OR  (II) A CERTIFIED COPY OF THE APPLICATION FOR
AUTHORITY SHALL BE PROVIDED BY THE FOREIGN CORPORATION TO  SUCH  GOVERN-
MENTAL  BODY OR OFFICER OR OTHER PERSON OR BODY WITHIN THIRTY DAYS AFTER
THE FILING OF THE APPLICATION FOR AUTHORITY.
  S 19. Section 1309 of the not-for-profit corporation law  is  REPEALED
and a new section 1309 is added to read as follows:
S 1309. CERTIFICATE OF AMENDMENT; CONTENTS, EFFECT.
  (A)  TO ACCOMPLISH SUCH AMENDMENT A CERTIFICATE, ENTITLED "CERTIFICATE
OF AMENDMENT OF APPLICATION FOR  AUTHORITY  OF ................... (NAME
OF  CORPORATION)  UNDER SECTION 1309 OF THE NON-PROFIT CORPORATION LAW,"
SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT  SHALL  SET
FORTH:
  (1)  THE NAME OF THE FOREIGN CORPORATION AS IT APPEARS ON THE INDEX OF
NAMES OF EXISTING DOMESTIC AND AUTHORIZED FOREIGN  CORPORATIONS  OF  ANY
TYPE  OR  KIND  IN  THE  DEPARTMENT OF STATE AND THE FICTITIOUS NAME THE
CORPORATION HAS AGREED TO USE IN THIS STATE PURSUANT TO PARAGRAPH (D) OF
SECTION 1301 OF THIS ARTICLE.
  (2) THE JURISDICTION OF ITS INCORPORATION.
  (3) THE DATE IT WAS AUTHORIZED TO CONDUCT ACTIVITIES IN THIS STATE.
  (4) EACH AMENDMENT EFFECTED THEREBY.
  (5) IF THE TRUE CORPORATE NAME OF THE FOREIGN  CORPORATION  IS  TO  BE
CHANGED, A STATEMENT THAT THE CHANGE OF NAME HAS BEEN EFFECTED UNDER THE
LAWS  OF  THE  JURISDICTION OF ITS INCORPORATION AND THE DATE THE CHANGE
WAS SO EFFECTED.
  (6) IF THE ACTIVITIES IT PROPOSES TO CONDUCT IN THIS STATE ARE  TO  BE
ENLARGED,  LIMITED  OR OTHERWISE CHANGED, A STATEMENT THAT IT IS AUTHOR-
IZED TO CONDUCT IN THE JURISDICTION OF ITS INCORPORATION THE  ACTIVITIES
WHICH IT PROPOSES TO CONDUCT IN THIS STATE.
  (B)  IF  AN AUTHORIZED FOREIGN CORPORATION HAS CHANGED ITS NAME IN THE
JURISDICTION OF ITS INCORPORATION, IT SHALL DELIVER TO THE DEPARTMENT OF

S. 3755                            94

STATE WITHIN TWENTY DAYS AFTER  THE  CHANGE  BECAME  EFFECTIVE  IN  THAT
JURISDICTION  A  CERTIFICATE  OF  AMENDMENT  UNDER PARAGRAPH (A) OF THIS
SECTION. UPON ITS FAILURE TO DELIVER SUCH CERTIFICATE, ITS AUTHORITY  TO
CONDUCT ACTIVITIES IN THIS STATE SHALL UPON THE EXPIRATION OF SAID TWEN-
TY DAYS BE SUSPENDED. THE FILING BY THE DEPARTMENT OF STATE OF A CERTIF-
ICATE  OF  AMENDMENT  CHANGING  THE  CORPORATION NAME WITHIN ONE HUNDRED
TWENTY DAYS AFTER THE EFFECTIVE DATE OF THE CHANGE OF NAME IN THE JURIS-
DICTION OF ITS INCORPORATION SHALL ANNUL THE SUSPENSION AND ITS AUTHORI-
TY TO CONDUCT ACTIVITIES IN THIS STATE SHALL BE RESTORED AND CONTINUE AS
IF NO SUSPENSION HAD OCCURRED. THE SECRETARY OF  STATE  SHALL  CONTINUE,
DURING  SUCH  SUSPENSION,  AS AGENT OF THE FOREIGN CORPORATION UPON WHOM
PROCESS AGAINST THE FOREIGN CORPORATION MAY BE SERVED IN THE MANNER  SET
FORTH IN PARAGRAPH (B) OF SECTION 306 OF THIS CHAPTER.
  (C)  IF  A CERTIFICATE OF AMENDMENT OF APPLICATION FOR AUTHORITY ADDS,
CHANGES OR ELIMINATES A PURPOSE, POWER OR  PROVISION  THE  INCLUSION  OF
WHICH  IN  AN APPLICATION FOR AUTHORITY REQUIRES CONSENT OR APPROVAL OF,
OR REQUIRES THE CORPORATION TO PROVIDE A CERTIFIED  COPY  OF  THE  FILED
DOCUMENT  TO,  ANY  GOVERNMENTAL BODY OR OFFICER OR OTHER PERSON OR BODY
UNDER SECTIONS 404 OR 806 OF THIS CHAPTER, OR IF THE  AMENDMENT  CHANGES
THE  NAME  OF A CORPORATION SUBJECT TO EITHER SUCH REQUIREMENT, THEN (I)
ANY SUCH CONSENT OR APPROVAL SHALL BE ENDORSED  ON  OR  ANNEXED  TO  THE
CERTIFICATE OF AMENDMENT OF APPLICATION FOR AUTHORITY BEFORE IT IS FILED
OR  (II)  THE CORPORATION SHALL PROVIDE A CERTIFIED COPY OF SUCH CERTIF-
ICATE, WITHIN THIRTY DAYS AFTER IT IS FILED, TO EACH  GOVERNMENTAL  BODY
OR  OFFICER OR OTHER PERSON OR BODY REQUIRED TO RECEIVE SUCH A COPY.  NO
AMENDMENT TO A CERTIFICATE OF AUTHORITY SHALL BE ADOPTED THE  EFFECT  OF
WHICH  WOULD  BE  TO  USE CORPORATE ASSETS IN A MANNER INCONSISTENT WITH
SPECIFIC PURPOSES, IF ANY, FOR WHICH  FUNDS  WERE  GIVEN  TO  A  FOREIGN
CORPORATION.
  S  20. Section 1310 of the not-for-profit corporation law, the opening
paragraph of paragraph (b) as amended by chapter  375  of  the  laws  of
1998,  subparagraph  1 of paragraph (b) as amended by chapter 186 of the
laws of 1983 and paragraph (c) as amended by chapter 172 of the laws  of
1999, is amended to read as follows:
S 1310. Certificate of change; contents.
  (a)  In  lieu  of  a  certificate  of amendment, an authorized foreign
corporation, upon compliance with this section, may make any or  all  of
the following changes in its application for authority:
  (1) To change the location of its office in this state.
  (2)  To  specify or change the post office address to which the secre-
tary of state shall mail a copy of any process against  it  served  upon
him OR HER.
  (3) To make, revoke or change the designation of a registered agent or
specify or change his OR HER address.
  (b)  To accomplish such change, a certificate entitled "Certificate of
change of application for authority of .......... (name of  corporation)
under  section  1310 of the [Not-for-Profit] NON-PROFIT Corporation Law"
shall be signed and delivered to the department of state. It  shall  set
forth:
  (1)  The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign  corporations  of  any
type  or  kind  in  the  department of state and the fictitious name the
corporation has agreed to use in this state pursuant to paragraph (d) of
section 1301 of this chapter.
  (2) The jurisdiction of its incorporation.
  (3) The date it was authorized to conduct activities in this state.

S. 3755                            95

  (4) Each change effected thereby.
  (c) A certificate of change of application for authority which changes
only  the post office address to which the secretary of state shall mail
a copy of any process against an authorized foreign  corporation  served
upon  him  OR  HER or which changes the address of its registered agent,
provided such address is the address of a person, partnership  or  other
corporation whose address, as agent, is the address to be changed or who
has  been  designated  as  registered  agent for such authorized foreign
corporation, may be signed and delivered to the department of  state  by
such agent. The certificate of change of application for authority shall
set  forth the statements required under subparagraphs (1), (2), (3) and
(4) of paragraph (b) of this section; that  a  notice  of  the  proposed
change was mailed by the party signing the certificate to the authorized
foreign  corporation  not  less  than  thirty  days prior to the date of
delivery to the department and that such corporation  has  not  objected
thereto; and that the party signing the certificate is the agent of such
foreign  corporation to whose address the secretary of state is required
to mail copies of process or the registered agent, if such be the  case.
A  certificate  signed  and  delivered under this paragraph shall not be
deemed to effect a change of location of the office of  the  corporation
in whose behalf such certificate is filed.
  S  21. Section 1311 of the not-for-profit corporation law, the opening
paragraph of paragraph (a) and the opening paragraph of paragraph (d) as
amended by chapter 375 of the laws of 1998 and subparagraph 1  of  para-
graph  (a)  as amended by chapter 186 of the laws of 1983, is amended to
read as follows:
S 1311. Surrender of authority.
  (a) An  authorized  foreign  corporation  desiring  to  surrender  its
authority  shall  deliver to the department of state a certificate enti-
tled "Certificate of surrender of authority of ......... (name of corpo-
ration) under section 1311 of  the  [Not-for-Profit]  NON-PROFIT  Corpo-
ration Law."  The certificate shall be signed. It shall set forth:
  (1)  The name of the foreign corporation as it appears on the index of
names of existing domestic and authorized foreign  corporations  of  any
type  or  kind  in  the  department of state and the fictitious name the
corporation has agreed to use in this state pursuant to paragraph (d) of
section 1301 of this chapter.
  (2) The jurisdiction of its incorporation.
  (3) The date it was authorized to conduct activities in this state.
  (4) That it surrenders its authority to  conduct  activities  in  this
state.
  (5)  That  it  revokes  the authority of its registered agent, if any,
previously designated and consents that process against it in any action
or special proceeding based upon any liability or obligation incurred by
it within this state before the filing of the certificate  of  surrender
may  be served on the secretary of state after the filing thereof in the
manner set forth in paragraph (b) of section 306 [(Service of  process)]
OF THIS CHAPTER.
  (6)  A  post  office address within or without this state to which the
secretary of state shall mail a copy of any process  against  it  served
upon him OR HER.
  (b)  The department shall not file such certificate unless the consent
of the state tax commission to the surrender of  authority  is  attached
thereto.

S. 3755                            96

  (c)  The authority of the foreign corporation to conduct activities in
this state shall terminate on the filing by the department of  state  of
the certificate of surrender of authority.
  (d)  The post office address specified under subparagraph [(a)] (6) OF
PARAGRAPH (A) OF THIS SECTION  may  be  changed  by  delivering  to  the
department of state a certificate, entitled "Certificate of amendment of
certificate  of  surrender  of  authority  of .......... (name of corpo-
ration) under section 1311 of  the  [Not-for-Profit]  NON-PROFIT  Corpo-
ration Law." The certificate shall be signed. It shall set forth:
  (1) The name of the foreign corporation.
  (2) The jurisdiction of its incorporation.
  (3)  The  date  its certificate of surrender of authority was filed by
the department of state.
  (4) The changed post office address, within or without this state,  to
which the secretary of state shall mail a copy of any process against it
served upon him OR HER.
  S  22.  Section  1316 of the not-for-profit corporation law, paragraph
(a) as amended by chapter 847 of the laws of 1970, is amended to read as
follows:
S 1316. Record of members.
  (a)  Any resident of this state who [shall have been] IS a member  [of
record,  for at least six months immediately preceding his demand,] of a
foreign corporation conducting activities in this state, [or  any  resi-
dent of this state authorized in writing by at least five percent of the
members,  entitled  to  vote, of the foreign corporation,] upon at least
five days' written  demand  may  require  such  foreign  corporation  to
produce a record of its members setting forth the names and addresses of
all  members,  the number and class of capital certificates held by each
and the dates when they respectively became the owners of record  there-
of,  and shall have the right to examine in person or by agent or attor-
ney at the office of the foreign corporation in this  state  or  at  the
office of its transfer agent or registrar in this state or at such other
place  in  any  county in this state in which the foreign corporation is
conducting activities as may be designated by  the  foreign  corporation
during the usual business hours, a record of members or an exact copy of
the  record  of members certified as correct by the corporate officer or
agent responsible for keeping or  producing  such  record  and  to  make
extracts therefrom.  In the case of a foreign corporation having shares,
a  record  of  shareholders  shall  for  the  purpose of this section be
regarded as a record of members, and holders  of  voting  trust  certif-
icates representing such shares shall for the purpose of this section be
regarded  as  members.    A CORPORATION REQUESTED TO PROVIDE INFORMATION
PURSUANT TO THIS PARAGRAPH SHALL MAKE AVAILABLE SUCH INFORMATION IN  THE
FORMAT  IN  WHICH  SUCH INFORMATION IS MAINTAINED BY THE CORPORATION AND
SHALL NOT BE REQUIRED TO PROVIDE SUCH INFORMATION IN ANY OTHER FORMAT.
  (b)  An examination authorized by paragraph (a) OF THIS SECTION may be
denied to such member [or other person]  upon  his  OR  HER  refusal  to
furnish to the foreign corporation or its transfer agent or registrar an
affidavit  that such inspection is not desired for a purpose which is in
the interests of a business or object other than the activities  of  the
foreign  corporation and that such member or other person has not within
five years sold or offered for sale any list or record of members of any
corporation of any type or kind, whether or not formed under the laws of
this state, or aided or abetted any person in procuring any such list or
record of members for any such purpose.

S. 3755                            97

  (c)  Upon refusal by the foreign corporation or by an officer or agent
of the foreign corporation to produce for examination or  to  permit  an
examination  of  the  record  of  members as herein provided, the person
making the demand for  production  and  examination  may  apply  to  the
supreme  court  in the judicial district where the office of the foreign
corporation within this state is located, upon such notice as the  court
may  direct, for an order directing the foreign corporation, its officer
or agent, to show cause why an order should  not  be  granted  directing
such  production and permitting such examination by the applicant.  Upon
the return day of the order to show cause,  the  court  shall  hear  the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant  an  order compelling such production for examination and awarding
such further relief as to the court may seem just and proper.
  (d)  Nothing herein contained shall impair  the  power  of  courts  to
compel  the  production for examination of the books of a foreign corpo-
ration.   The record of members  specified  in  paragraph  (a)  OF  THIS
SECTION  shall  be  prima  facie evidence of the facts therein stated in
favor of the plaintiff in any action or special proceeding against  such
foreign corporation or any of its officers, directors or members.
  S  23.  Section 1321 of the not-for-profit corporation law is REPEALED
and a new section 1321 is added to read as follows:
S 1321. EXEMPTION FROM CERTAIN PROVISIONS.
  (A) NOTWITHSTANDING ANY OTHER PROVISION OF  THIS  CHAPTER,  A  FOREIGN
CORPORATION  CONDUCTING  ACTIVITIES  IN  THIS  STATE WHICH IS AUTHORIZED
UNDER THIS ARTICLE, ITS DIRECTORS, OFFICERS AND MEMBERS, SHALL BE EXEMPT
FROM THE PROVISIONS OF PARAGRAPH (E) OF SECTION 1317,  SUBPARAGRAPH  (1)
OF  PARAGRAPH (A) OF SECTION 1318, AND SUBPARAGRAPH (2) OF PARAGRAPH (A)
OF SECTION 1320 OF THIS ARTICLE IF, WHEN SUCH PROVISION WOULD  OTHERWISE
APPLY, THE CORPORATION'S PRINCIPAL ACTIVITIES ARE CONDUCTED OUTSIDE THIS
STATE;  THE  GREATER PART OF ITS PROPERTY IS LOCATED OUTSIDE THIS STATE;
AND:
  (1) LESS THAN ONE-THIRD OF ITS MEMBERS ARE RESIDENTS OF THIS STATE; OR
  (2) LESS THAN TEN PERCENT OF ITS  ANNUAL  REVENUES  ARE  DERIVED  FROM
SOLICITATION OF FUNDS WITHIN THIS STATE; OR
  (3)  LESS THAN ONE-HALF OF ITS REVENUES FOR THE PRECEDING THREE FISCAL
YEARS, OR SUCH PORTION THEREOF AS THE FOREIGN CORPORATION WAS IN  EXIST-
ENCE, WERE DERIVED FROM SOURCES WITHIN THIS STATE.
  S  24. Paragraph (d) of section 1401 of the not-for-profit corporation
law is REPEALED.
  S 25. Paragraph (e) of section 1401 of the not-for-profit  corporation
law,  as  added  by chapter 560 of the laws of 1998, is relettered para-
graph (d) and amended to read as follows:
  (d) Private and family cemetery  corporations;  prohibitions.  (1)  No
private or family cemetery corporation shall, directly or indirectly:
  (i)  sell,  or  have, enter into or perform a lease of any of its real
property to a funeral entity, or use any of its property for location of
a funeral entity;
  (ii) commingle its funds with a funeral entity;
  (iii) direct or carry on its business or affairs with a funeral  enti-
ty;
  (iv) authorize control of its business or affairs by a funeral entity;
  (v)  engage in any sale or cross-marketing of goods or services with a
funeral entity;
  (vi) have, enter into or perform a management or service contract  for
cemetery operations with a funeral entity; or

S. 3755                            98

  (vii) have, enter into or perform a management contract with any enti-
ty, other than a [not-for-profit] NON-PROFIT cemetery corporation.
  (2)  Only  the provisions of subparagraphs (i) and (ii) of subdivision
one of this paragraph shall apply to cemetery corporations  with  thirty
acres  or less of real property dedicated to cemetery purposes, and only
to the extent the sale or lease is of real property dedicated  to  ceme-
tery  purposes,  and  such  cemeteries  shall  not engage in the sale of
funeral home goods or services, except if such goods  and  services  are
otherwise permitted to be sold by cemeteries.
  (3)  For  the  purposes  of  this  paragraph, "funeral entity" means a
person, partnership, corporation, limited  liability  company  or  other
form  of  business  organization  providing  funeral  home  services, or
owning, controlling, conducting or affiliated with a funeral  home,  any
subsidiary  thereof  or an officer, director or stockholder having a ten
per centum or  greater  proprietary,  beneficial,  equitable  or  credit
interest in a funeral home.
  S  26. Paragraph (b) of section 1402 of the not-for-profit corporation
law is REPEALED and paragraphs (c), (d), (e), (f), (g), (h) and (i)  are
relettered paragraphs (b), (c), (d), (e), (f), (g) and (h).
  S  27. Paragraph (c) of section 1403 of the not-for-profit corporation
law is REPEALED.
  S 28. Section 1404 of the not-for-profit  corporation  law,  paragraph
(a) and subparagraph 1 of paragraph (c) as amended by chapter 702 of the
laws  of 1977 and paragraphs (b), (d) and (e) as amended by chapter 1058
of the laws of 1971, is amended to read as follows:
S 1404. Christian associations.
  (a)  Certificate of incorporation; additional contents.
  In addition to the requirements of section  402,  the  certificate  of
incorporation  of a Young Men's or a Young Women's Christian Association
shall state the qualifications of active membership; and  may  name,  in
addition  to  the directors, six trustees and shall divide such trustees
into three classes to hold office for one, two and three  years  respec-
tively, or until their successors are elected by the board of directors.
  (b)  Type of corporation.
  A [christian] CHRISTIAN association is a Type B corporation under this
chapter.
  (c)  Directors and trustees.
  (1)    The  trustees  of a corporation organized for the purposes of a
young men's [christian] CHRISTIAN association or a young women's [chris-
tian] CHRISTIAN association, with the president of the corporation shall
be a board of trustees thereof, and hold and control the  real  property
of  the  corporation  and  all gifts and bequests of money to be held in
trust.  They or the directors if there is no board of trustees shall pay
the income of such property to the treasurer of the corporation so  long
as  the  income  shall  be  expended  by  the  directors thereof for the
purposes for which the corporation was formed.  Such association may, by
amendment to its certificate of incorporation, in the manner provided by
law, eliminate its board of trustees, in which case the  real  property,
gifts,  bequests and other grants held in trust by such trustee shall be
transferred to its board of directors which shall hold and  control  the
real  property of the corporation and all gifts and bequests of money to
be held in trust.
  (2)  The real property of such corporation shall not be liable for any
debt or obligation contracted without the approval of the board of trus-
tees.

S. 3755                            99

  (3)  In all proceedings for the purchase, sale, mortgage and lease  of
real property, the board of trustees of such a corporation shall perform
the functions of the board of directors.
  (4)    The board of directors shall have the management and control of
the property and affairs of the corporation, except as  such  management
and control is vested by law in the board of trustees.
  (5)    A  young  men's  [christian] CHRISTIAN association incorporated
prior to eighteen hundred [and] eighty-seven may create a board of trus-
tees possessing the qualifications and divided into  classes,  and  such
board shall have the powers set forth in this paragraph.
  (6)    A  young  men's  [christian] CHRISTIAN association incorporated
prior to nineteen hundred [and]  eight  may  divide  its  trustees  into
classes.
  (d)    Dissolution.    Whenever  any young men's [christian] CHRISTIAN
association subject to this section shall cease to carry out the objects
set forth in its certificate of incorporation, according to the  general
rules  and regulations of the  national board of young men's [christian]
CHRISTIAN associations, or shall abandon or discontinue for one year the
use of any of its property for such  objects,  then  upon  the  verified
petition  of  a majority of the directors of such association upon four-
teen days' notice to the   national board by service  thereof  upon  its
chairman  and secretary or in the event of the failure of such directors
to act, upon the verified petition of the national board of young  men's
[christian]  CHRISTIAN  associations, upon fourteen days' notice to such
association by service thereof upon its president or any director there-
of, and upon one of the trustees thereof, and upon notice to the  attor-
ney  general, the supreme court, upon satisfactory proof by affidavit or
otherwise of such failure  or  abandonment,  must  make  a  final  order
dissolving  such corporation.   Upon the entry of such order, the corpo-
ration shall be dissolved, and thereupon the   national board  of  young
men's  [christian]  CHRISTIAN  associations   may take possession of the
property of the corporation and manage the same, or if authorized by the
concurring vote of two-thirds of the members of the national  board  may
sell  or lease the same and apply the proceeds thereof after the payment
of the debts, if any, of the corporation  solely  to  such  purposes  as
those for which the corporation was organized.
  (e)  Incorporation of county committees.
  (1)   Five or more men resident in any county of this state, appointed
by the national board of Young Men's Christian Associations, to  act  as
the  county  committee  of  Young  Men's Christian Associations for such
county, may form a corporation under  the  provisions  of  this  chapter
under  the  name  of  "The County Committee of the Young Men's Christian
Association of ..................... County,"  (the  blank  space  being
filled by the name of the county in which the incorporators reside.)
  (2)    The  management and control of the property and affairs of such
corporation shall be vested in  its  members  and  their  successors  in
office,  except that the powers and duties of the trustees thereof shall
be those specified in paragraph (a) OF THIS SECTION; and the  successors
of  such  members  shall  be  elected annually at a meeting of the Young
Men's Christian Associations of the county for which such committee  has
been  appointed, at which meeting each association may be represented by
one delegate for each ten active members of such association.  A plural-
ity vote of the delegates present, and voting at such meeting, shall  be
sufficient  to  elect.   If any vacancy in the membership of such corpo-
ration shall occur during the interim between the regular elections,  it
may be filled by the remaining members.

S. 3755                            100

  (3)    The  officers  of  the corporation shall consist of a chairman,
treasurer and secretary, and such other  officers  as  the  members  may
decide;  and  shall  be  elected annually by such members from their own
number.
  S  29. Paragraph (b) of section 1405 of the not-for-profit corporation
law is REPEALED and paragraphs (c), (d),  (e)  and  (f)  are  relettered
paragraphs (b), (c), (d) and (e).
  S  30. Paragraph (b) of section 1406 of the not-for-profit corporation
law is REPEALED and paragraphs (c), (d),  (e)  and  (f)  are  relettered
paragraphs (b), (c), (d) and (e).
  S  31. Paragraph (b) of section 1407 of the not-for-profit corporation
law is REPEALED and paragraphs (c) and (d) are relettered paragraphs (b)
and (c).
  S 32. Paragraph (b) of section 1408 of the not-for-profit  corporation
law is REPEALED and paragraph (c) is relettered paragraph (b).
  S  33. Paragraph (b) of section 1409 of the not-for-profit corporation
law is REPEALED and paragraphs (c), (d), (e), (f), (g),  (h),  (i),  (j)
and (k) are relettered paragraphs (b), (c), (d), (e), (f), (g), (h), (i)
and (j).
  S  34. Paragraph (b) of section 1410 of the not-for-profit corporation
law is REPEALED and paragraph (c) is relettered paragraph (b).
  S 35. Paragraph (a) of section 1411 of the not-for-profit  corporation
law,  as  amended by chapter 847 of the laws of 1970, is amended to read
as follows:
  (a)  Purposes.
  This section shall provide  an  additional  and  alternate  method  of
incorporation  or  reincorporation of [not-for-profit] NON-PROFIT corpo-
rations for any of the purposes set forth in this  paragraph  and  shall
not  be deemed to alter, impair or diminish the purposes, rights, powers
or privileges of any corporation heretofore  or  hereafter  incorporated
under  this  section  or  under  the stock or business corporation laws.
Corporations may be incorporated or reincorporated under this section as
[not-for-profit] NON-PROFIT local development corporations operated  for
the  exclusively charitable or public purposes of relieving and reducing
unemployment, promoting and providing for additional and maximum employ-
ment, bettering and maintaining job opportunities, instructing or train-
ing individuals to improve or develop their capabilities for such  jobs,
carrying on scientific research for the purpose of aiding a community or
geographical area by attracting new industry to the community or area or
by  encouraging  the development of, or retention of, an industry in the
community or area, and lessening the burdens of government and acting in
the public interest, and any one or  more  counties,  cities,  towns  or
villages  of  the state, or any combination thereof, or the New York job
development authority in exercising its power under the public  authori-
ties  law  to  encourage  the  organization  of local development corpo-
rations, may cause such corporations to be incorporated by public  offi-
cers  or  private individuals or reincorporated upon compliance with the
requirements of this section, and it is  hereby  found,  determined  and
declared that in carrying out said purposes and in exercising the powers
conferred  by  paragraph  (b)  such  corporations  will be performing an
essential governmental function.
  S 36. Paragraph (b) of section 1411 of the not-for-profit  corporation
law  is REPEALED and paragraphs (c), (d), (e), (f), (g), (h) and (i) are
relettered paragraphs (b), (c), (d), (e), (f), (g) and (h).
  S 37. Paragraph (d) of section 1412 of the not-for-profit  corporation
law is REPEALED.

S. 3755                            101

  S  38. Paragraphs (e), (f) and (g) of section 1412 of the not-for-pro-
fit corporation law, paragraph (e) as amended by chapter 323 of the laws
of 2012, paragraph (f) as amended and paragraph (g) as added by  chapter
555  of  the laws of 1993 and subparagraph 2 of paragraph (f) as amended
by chapter 172 of the laws of 1999, are amended to read as follows:
  [(e)] (D) Applicability of laws; members, directors and officers. This
chapter shall be applicable to a university faculty practice corporation
except  to  the  extent  that  the provisions thereof conflict with this
section. A university faculty practice corporation  may  consolidate  or
merge  only  with  another  university faculty practice corporation. The
following provisions of article fifteen of the business corporation  law
shall  be applicable to a university faculty practice corporation except
that each reference in such  provisions  to  a  "shareholder"  shall  be
deemed  to  be  a  reference  to  a  "member" and each reference in such
provisions to "shareholders" shall be deemed a reference  to  "members":
paragraphs  (a), (b), (c) and (e) of section [fifteen hundred one] 1501;
paragraphs (b), (c) and (d) of section  [fifteen  hundred  three]  1503;
paragraphs  (a),  (c)  and  (g)  of section [fifteen hundred four] 1504;
section [fifteen hundred five] 1505; section [fifteen hundred nine] 1509
except to the extent such section refers  to  section  [fifteen  hundred
ten]  1510;  paragraph  (a)  of  section  [fifteen hundred twelve] 1512;
section [fifteen hundred fourteen] 1514; and  section  [fifteen  hundred
fifteen]  1515.  No individual may be a member, director or officer of a
university  faculty  practice  corporation  unless  such  individual  is
authorized  by  law  to practice in this state the profession which such
corporation is authorized to practice and is a member of the faculty  of
the  medical  school,  dental  school,  chiropractic college, college or
university with an accredited doctor  of  physical  therapy  program  or
optometry college which such corporation is organized to support.
  [(f)]  (E) Corporations heretofore incorporated. Any corporation here-
tofore incorporated under article fifteen of  the  business  corporation
law  and  operated  in  compliance  with  the  requirements  of  section
501(c)(3) of the United States  internal  revenue  code  may  amend  its
certificate  of  incorporation  and  be  reincorporated  as a university
faculty practice corporation organized under this section by making  and
filing  in  the  office of the secretary of state a certificate entitled
"Certificate  of  Reincorporation  of...(name  of  incorporation)  under
section  1412  of  the [Not-for-Profit] NON-PROFIT Corporation Law." (1)
Such reincorporation certificate shall contain the provisions  required,
and  any  other provisions permitted, by section 402 of this chapter and
shall also set forth (A) a statement that  such  corporation  is  filing
such  reincorporation certificate under this section, (B) if the name of
such corporation has been changed, the name under which such corporation
was originally incorporated, (C)  the  date  of  incorporation  of  such
corporation,  (D)  the names and post-office addresses of the holders of
record of all of the outstanding shares of such corporation entitled  to
vote, (E) a statement that such corporation has elected to become and be
a  university  faculty practice corporation organized and operated under
by virtue of this section and (F) the statements required  by  paragraph
(c) of this section.
  (2) Such reincorporation certificate shall be either (A) subscribed in
person  or  by  proxy  by  all  of  the  holders of record of all of the
outstanding shares of such corporation entitled to vote and  shall  have
annexed an affidavit of the secretary or an assistant secretary that the
persons  who  have  executed  the  certificate,  in  person or by proxy,
constitute all of the holders of record of all of the outstanding shares

S. 3755                            102

of the corporation entitled to vote or (B) subscribed by  the  president
or  a  vice  president  and  the secretary or an assistant secretary and
shall have annexed an affidavit of such officers stating that they  have
been  authorized to execute and file such reincorporation certificate by
the votes, cast in person or by proxy, of all of the holders  of  record
of all of the outstanding shares of such corporation entitled to vote at
the meeting at which such votes were cast, and that such votes were cast
at  a  meeting  of  shareholders  held  on a date specified, upon notice
pursuant to section six hundred five of the business corporation law.
  (3) A reincorporation pursuant to this paragraph shall  not  effect  a
dissolution  of  such corporation, but shall be deemed a continuation of
its corporate existence, without affecting  its  then-existing  property
rights or liabilities, or the liabilities of its shareholders, directors
or  officers  as  such,  but  thereafter it shall have only such rights,
powers and privileges, and it and such shareholders, directors and offi-
cers shall be subject only to such other duties and  liabilities,  as  a
university faculty practice corporation and members, directors and offi-
cers thereof.
  (4)  Upon the filing of a reincorporation certificate in the office of
the secretary of state, (A) any issued and outstanding  shares  of  such
corporation  shall  be purchased by such corporation at a purchase price
equal to the price for which such shares were originally issued, or such
other price as such corporation shall agree to, such price  to  be  paid
out  of  the  surplus of the corporation, whereupon such shares shall be
deemed cancelled as of the date of such filing and (B) such reincorpora-
tion certificate shall be deemed to replace the certificate of  incorpo-
ration  of such corporation. The department of state shall not file such
certificate of reincorporation unless the consent of the commissioner of
taxation and finance is attached thereto.  Such certificate  of  consent
shall  only  be given if the commissioner of taxation and finance ascer-
tains that all taxes imposed under article nine-A of  the  tax  law,  as
well  as penalties and interest charges related thereto, accrued against
the corporation have been paid.
  [(g)] (F) Effect of section. University faculty practice  corporations
incorporated or reincorporated under this section shall be organized and
operated exclusively for the purposes set forth in paragraph (a) of this
section and shall be subject to the restrictions and limitations imposed
by or pursuant to paragraphs (a) and (e) of this section.  Notwithstand-
ing  anything  to  the  contrary  in  article twenty-eight of the public
health law or the regulations adopted pursuant thereto,  no  corporation
organized under this section shall be deemed to be establishing or oper-
ating  a  hospital,  diagnostic center and/or treatment center requiring
establishment or construction approval solely by reason of being  organ-
ized  as  a  [not-for-profit]  NON-PROFIT  corporation.  Insofar  as the
provisions of this section are inconsistent with the provisions  of  any
other  law,  general or special, the provisions of this section shall be
controlling as to the corporations incorporated or reincorporated  here-
under.
  S  39. Paragraph (c) of section 1505 of the not-for-profit corporation
law is REPEALED and paragraph (d) is relettered paragraph (c).
  S 40. Subparagraph 7 of paragraph (a) of section 1506-a  of  the  not-
for-profit corporation law, as added by chapter 560 of the laws of 1998,
is amended to read as follows:
  (7)  have, enter into or perform a management contract with any entity
other than a [not-for-profit] NON-PROFIT cemetery corporation.

S. 3755                            103

  S 41. (a) An act of the legislature of the  year  in  which  this  act
shall have become a law which, in form, amends or repeals or purports to
amend or repeal any provision or provisions of the former not-for-profit
corporation law, as in force immediately prior to the date that this act
shall take effect, shall be legally effective notwithstanding the repeal
of such former law by this act and shall be construed as an amendment or
repeal, as the case may be, of the corresponding provision or provisions
of  this  act  irrespective  of whether such provision or provisions are
contained in this act in one or more  article,  section,  subsection  or
other  part thereof and such corresponding provision or provisions shall
be deemed and construed to be amended or repealed as though the same had
been expressly and in terms so amended or repealed.
  (b) An act of the legislature of the year in which this act shall have
become a law which adds or purports  to  add  a  new  article,  section,
subsection or other provision of law to the former not-for-profit corpo-
ration  law,  as  in force and effect immediately prior to the date that
this act shall take effect, shall be legally  effective  notwithstanding
the  repeal  of  such  former  law by this act and shall be construed as
having been added to this act and shall be given full  effect  according
to  its  context as if the same had been added expressly and in terms to
this act and shall be deemed and construed to have been inserted in this
act in juxtaposition to and as modifying the effect of the corresponding
provision or provisions of this act.
  S 42. Nothing contained in this act  or  any  act  amendatory  thereof
shall  affect  or impair the validity of any act done or right accruing,
accrued or acquired, or any order, judgment, or status established prior
to the enactment of this act or prior to the enactment of any act  amen-
datory thereof.
  S  43. If any part or provision of this act or the application thereof
to any person or circumstances be  adjudged  invalid  by  any  court  of
competent jurisdiction, such judgment shall be confined in its operation
to  the  part,  provision  or  application  or  persons or circumstances
directly involved in the controversy in which such judgment  shall  have
been rendered and shall not affect or impair the validity of the remain-
der  of  this act or the application thereof to other persons or circum-
stances and the legislature hereby declares that it would  have  enacted
this  act  or the remainder thereof had the invalidity of such provision
or application thereof been apparent.
  S 44. This act shall take effect immediately.

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