senate Bill S6249

Signed by Governor

Makes technical amendments to chapter 549 of the laws of 2013 relating to the implementation of the non-profit revitalization act of 2013

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed by Governor
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actions

  • 08 / Jan / 2014
    • REFERRED TO RULES
  • 13 / Jan / 2014
    • ORDERED TO THIRD READING CAL.12
  • 29 / Apr / 2014
    • PASSED SENATE
  • 29 / Apr / 2014
    • DELIVERED TO ASSEMBLY
  • 29 / Apr / 2014
    • REFERRED TO CODES
  • 30 / Apr / 2014
    • SUBSTITUTED FOR A9117
  • 30 / Apr / 2014
    • ORDERED TO THIRD READING CAL.581
  • 06 / May / 2014
    • PASSED ASSEMBLY
  • 06 / May / 2014
    • RETURNED TO SENATE
  • 09 / May / 2014
    • DELIVERED TO GOVERNOR
  • 20 / May / 2014
    • SIGNED CHAP.23

Summary

Makes technical amendments to chapter 549 of the laws of 2013 relating to the implementation of the non-profit revitalization act of 2013.

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Bill Details

See Assembly Version of this Bill:
A9117
Versions:
S6249
Legislative Cycle:
2013-2014
Law Section:
Education Law
Laws Affected:
Amd §216, Ed L; amd §§102, 103, 105, 201, 306, 402 & 803, rpld §404 ¶ (w), N-PC L; rpld §43, Chap 549 of 2013

Sponsor Memo

BILL NUMBER:S6249

TITLE OF BILL: An act to amend the education law and the
not-for-profit corporation law, in relation to implementing the
non-profit revitalization act of 2013, and to repeal certain
provisions of chapter 549 of the laws of 2013 enacting the non-profit
revitalization act of 2013 relating to reform of charitable
organizations, and the not-for-profit corporation law relating to
reform of charitable organizations

PURPOSE OR GENERAL IDEA OF BILL:

To make technical amendments to Chapter 549 of the Laws of 2013.

JUSTIFICATION:

The Non-Profit Revitalization Act of 2013 made significant changes to
the way not-for-profit corporations do business in the State of New
York. This chapter amendment represents discussions between the
Governor, the Attorney General, the Senate and the Assembly to make
minor technical changes to the bill that was passed by the Legislature
last spring and signed by the Governor in December.

PRIOR LEGISLATIVE HISTORY:

This bill makes technical amendments to Chapter 549 of the Laws of
2013

FISCAL IMPLICATIONS:

None to the state.

EFFECTIVE DATE:

This act shall take effect on the same date and in the same manner as
Chapter 549 of the Laws of 2013 enacting the Non-Profit Revitalization
Act of 2013 relating to reform of charitable organizations takes
effect.

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

                                  6249

                            I N  S E N A T E

                               (PREFILED)

                             January 8, 2014
                               ___________

Introduced  by  Sen.  RANZENHOFER -- read twice and ordered printed, and
  when printed to be committed to the Committee on Rules

AN ACT to amend the education law  and  the  not-for-profit  corporation
  law,  in relation to implementing the non-profit revitalization act of
  2013, and to repeal certain provisions of chapter 549 of the  laws  of
  2013  enacting  the  non-profit revitalization act of 2013 relating to
  reform of charitable organizations, and the not-for-profit corporation
  law relating to reform of charitable organizations

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

  Section 1. Section 216 of the education law, as amended by chapter 549
of the laws of 2013, is amended to read as follows:
  S  216.  Charters.  Under  such  name, with such number of trustees or
other managers, and with such powers, privileges and duties, and subject
to such limitations and restrictions in all respects as the regents  may
prescribe  in  conformity to law, they may, by an instrument under their
seal and recorded in their office, incorporate any university,  college,
academy,  library,  museum,  or other institution or association for the
promotion of science, literature, art, history or  other  department  of
knowledge,  or  of  education  in  any  way,  associations  of teachers,
students, graduates of educational institutions, and other  associations
whose  approved  purposes  are,  in  whole or in part, of educational or
cultural value deemed worthy of recognition  and  encouragement  by  the
university.  No  school;  college;  university or other entity providing
post secondary education; library; or museum or historical society shall
be incorporated under the business corporation law,  the  not-for-profit
corporation  law,  or  any  other general law without the consent of the
commissioner or, in the case of a college  or  university,  without  the
written authorization of the Regents.  ANY OTHER ENTITY INCORPORATED FOR
EDUCATIONAL PURPOSES MAY BE FORMED UNDER THE BUSINESS CORPORATION LAW OR
THE  NOT-FOR-PROFIT  CORPORATION  LAW WITHOUT THE CONSENT OF THE COMMIS-
SIONER, PROVIDED THAT SUCH INSTITUTION OR ASSOCIATION SUBMITS  A  CERTI-
FIED COPY OF THE CERTIFICATE OF INCORPORATION TO THE COMMISSIONER WITHIN

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD13467-01-4

S. 6249                             2

THIRTY DAYS AFTER THE CORPORATION RECEIVES CONFIRMATION FROM THE DEPART-
MENT OF STATE THAT THE CERTIFICATE HAS BEEN ACCEPTED FOR FILING.
  No  individual,  association,  partnership, company or corporation not
authorized by special charter from the legislature of this state  or  by
charter  from  the regents to operate a museum, or arboretum shall know-
ingly use, advertise or transact business under the names  "museum,"  or
"arboretum,"  or  any  name, title or descriptive material indicating or
tending to imply that said individual, association, partnership, company
or corporation conducts, carries on, or is such a business  when  it  is
not, or that it is authorized to operate as such, unless the right to do
so  has  been granted by the regents or the commissioner in writing. Any
violation of this paragraph shall be a misdemeanor. Notwithstanding  any
other  provision  of  this section, an individual, association, partner-
ship, company or corporation doing business under any of such  names  on
the  effective date of this paragraph may come into compliance with this
paragraph by obtaining consent of the regents or the commissioner within
one year of such effective date.
  S 2. Subparagraph 3-b of paragraph (a) of section 102 of the  not-for-
profit  corporation law, as added by chapter 549 of the laws of 2013, is
amended to read as follows:
  (3-b) "Charitable purposes" of a corporation means ONE OR MORE OF  THE
FOLLOWING 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.
  S  3.  Paragraph  (a) of section 103 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended  to  read
as follows:
  (a)    Except  as  otherwise  provided  in  this section, this chapter
applies to every domestic corporation as herein defined,  and  to  every
foreign  corporation as herein defined which is authorized to conduct or
which conducts any activities in this state. This chapter  also  applies
to  any other domestic corporation or foreign corporation of any kind to
the extent, if any, provided under this chapter  or  any  law  governing
such  corporation  and, if no such provision for application is made, to
the extent, if any, that the membership corporations law applied to such
corporation as of the effective date  of  this  chapter.  A  corporation
formed by a special act of this state which has as its principal purpose
an  education  purpose  and  which  is a member of the university of the
state of New York, is  an  "education  corporation"  under  section  two
hundred sixteen-a of the education law.
  To  the  extent  that  the  membership corporations law or the general
corporation law applied to it as of the effective date of this  chapter,
the  corresponding  provisions  of  this  chapter apply to a corporation
heretofore formed by or pursuant to a special act of  this  state  other
than  a religious corporation or an "education corporation" under clause
(b) of subdivision one of section two hundred sixteen-a of the education
law, if (1) its principal purpose is a religious, charitable  or  educa-
tion  purpose, and (2) it is operated, supervised or controlled by or in
connection with a religious organization.  ANY SUCH CORPORATION  MAY  AT
ANY  TIME  AFTER  THE  EFFECTIVE  DATE  OF  THIS CHAPTER FILE A RESTATED
CERTIFICATE OF INCORPORATION UNDER SECTION 805 (RESTATED CERTIFICATE  OF
INCORPORATION) INCLUDING A STATEMENT THAT IT ELECTS TO HAVE THIS CHAPTER
APPLY  IN  ALL RESPECTS TO IT. THE RESTATED CERTIFICATE OF INCORPORATION
SHALL CONFORM WITH THE  REQUIREMENTS  OF  SECTION  402  (CERTIFICATE  OF
INCORPORATION;  CONTENTS)  FOR NEW CORPORATIONS. UPON THE FILING OF SUCH

S. 6249                             3

CERTIFICATE BY THE DEPARTMENT OF STATE, THIS CHAPTER SHALL APPLY IN  ALL
RESPECTS TO SUCH CORPORATION.
  This chapter also applies to any other corporation of any kind, formed
not-for-profit  under any other chapter of the laws of this state except
a chapter of the consolidated laws, to the  extent  that  provisions  of
this  chapter do not conflict with the provisions of such unconsolidated
law.  If an applicable provision of such unconsolidated law relates to a
matter embraced in this chapter but is not in conflict  therewith,  both
provisions  shall apply.   Any corporation to which this chapter is made
applicable by this paragraph shall be  treated  as  a  "corporation"  or
"domestic  corporation"  as  such terms are used in this chapter, except
that the purposes of any such corporation formed or formable under  such
unconsolidated  law  shall  not thereby be extended.  For the purpose of
this paragraph, the effective date of this chapter as to corporations to
which this chapter is made applicable by this paragraph shall be Septem-
ber one, nineteen hundred seventy-three.
  S 4. Paragraphs (d), (e) and (f) of section 103 of the  not-for-profit
corporation  law  are  relettered  paragraphs (e), (f) and (g) and a new
paragraph (d) is added to read as follows:
  (D) A CORPORATION WHOSE FORMATION UNDER THIS CHAPTER IS AUTHORIZED  BY
ANOTHER  CORPORATE  LAW  IS, UNLESS OTHERWISE PROVIDED BY SUCH CORPORATE
LAW, SUBJECT TO ALL THE PROVISIONS OF THIS CHAPTER THAT  ARE  APPLICABLE
TO A CHARITABLE CORPORATION FORMED UNDER THIS CHAPTER.
  S  5. Section 105 of the not-for-profit corporation law, as amended by
chapter 549 of the laws of 2013, is amended to read as follows:
S 105. Certificates; corrections.
  (a) CORRECTIONS PRIOR TO FILING BY DEPARTMENT OF  STATE.  Any  certif-
icate  or other instrument relating to a domestic or foreign corporation
submitted to the department of state under this chapter may be corrected
with respect to any typographical, or similar non-material error  appar-
ent on the face of the certificate or instrument, prior to the filing of
such  certificate  or  instrument  by  the  department  of  state.  Such
correction shall be effected by the department of  state  upon  authori-
zation  in  writing  [or  by  electronic  mail] by the incorporator[, or
following incorporation, by any person authorized by the corporation] IN
A FORM ACCEPTABLE TO THE DEPARTMENT. SUCH AUTHORIZATION MAY BE DELIVERED
BY MAIL OR SENT BY ELECTRONIC MAIL TO THE DEPARTMENT.
  (b) CORRECTIONS FOLLOWING  INCORPORATION.  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  typographical or similar non-material 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 corpo-
ration)"  shall  be  signed  and delivered to the department of state BY
MAIL OR ELECTRONIC MAIL.   It shall set forth the  name  of  the  corpo-
ration,  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 certificate 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.
  (C) A corporate name may  not  be  changed  or  corrected  under  this
section  other than to correct any typographical or similar non-material
error.

S. 6249                             4

  S 6. Paragraph (d) of section 201 of  the  not-for-profit  corporation
law,  as added by chapter 549 of the laws of 2013, is amended to read as
follows:
  (d)  A  type  D not-for-profit corporation formed prior to July first,
two thousand fourteen for charitable purposes [as that term  is  defined
in   this  chapter]  shall  be  deemed  a  charitable  corporation.  Any
submission or filing by such corporation to any person or  entity  shall
be  deemed  to have been submitted or filed by a charitable corporation,
and any reference in any such filing  or  submission  referring  to  the
status  of  such  corporation as a type D corporation shall be deemed to
refer to a charitable  corporation.  Any  other  type  D  not-for-profit
corporations  formed prior to July first, two thousand fourteen shall be
deemed a non-charitable corporation. Any submission or  filing  by  such
corporation to any person or entity shall be deemed to have been submit-
ted  or  filed by a non-charitable corporation, and any reference in any
such filing or submission referring to the status of such corporation as
a type D corporation shall be deemed to refer to a non-charitable corpo-
ration.
  S 7. Section 43 of chapter 549 of the laws of 2013 enacting  the  non-
profit  revitalization  act  of  2013  relating  to reform of charitable
organizations, is REPEALED.
  S 8. Paragraphs (b) and (c)  of  section  306  of  the  not-for-profit
corporation  law,  as  amended  by  chapter 549 of the laws of 2013, are
amended to read as follows:
  (b) Service of process on the secretary of state as agent of a  domes-
tic  corporation FORMED UNDER ARTICLE FOUR OF THIS CHAPTER or an author-
ized foreign corporation shall be made by personally delivering  to  and
leaving  with the SECRETARY OF STATE OR HIS OR HER deputy [of the secre-
tary of state], 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 stat-
utory  fee, which fee shall be a taxable disbursement.  Service of proc-
ess on such corporation shall be complete when the secretary of state is
so served. The secretary of state shall promptly send one of such copies
by certified mail, return receipt requested, to such corporation, at the
post office address, on file in the department of state,  specified  for
the purpose. If a domestic corporation FORMED UNDER ARTICLE FOUR OF THIS
CHAPTER or an authorized foreign corporation has no such address on file
in  the  department  of state, the secretary of state shall so mail such
copy to such corporation at the address of its office within this  state
on file in the department.
  (c)  If  an  action  or special proceeding is instituted in a court of
limited jurisdiction, service of process  may  be  made  in  the  manner
provided  in  this  section  if  the  office of the domestic corporation
FORMED UNDER ARTICLE FOUR OF THIS  CHAPTER  or  foreign  corporation  is
within the territorial jurisdiction of the court.
  S  9.  Subparagraph  2 of paragraph (a) of section 402 of the not-for-
profit corporation law, as amended by chapter 549 of the laws  of  2013,
is amended and a new subparagraph 2-b is added to read as follows:
  (2)  That  the corporation is a corporation as defined in subparagraph
[(a) (5)] (5) OF PARAGRAPH (A) of section 102 (Definitions)[,].
  (2-A) the purpose or purposes for which it is formed, IT BEING  SUFFI-
CIENT  TO  STATE  THAT THE PURPOSE OF THE CORPORATION IS ANY PURPOSE FOR
WHICH CORPORATIONS MAY BE ORGANIZED UNDER THIS CHAPTER AS  A  CHARITABLE
OR  NON-CHARITABLE  CORPORATION,  and  whether it is a charitable corpo-
ration or a non-charitable corporation  under  section  201  (Purposes).

S. 6249                             5

Any  corporation  may  also  set forth any activities that it intends to
carry out in furtherance of such purpose or purposes; provided that this
subparagraph shall not be interpreted to require that the certificate of
incorporation  set  forth  such  activities  or  otherwise state how the
corporation's purposes will be achieved.
  (2-B) IF IT IS NOT FORMED TO ENGAGE IN ANY ACTIVITY OR FOR ANY PURPOSE
REQUIRING CONSENT OR APPROVAL OF ANY STATE OFFICIAL, DEPARTMENT,  BOARD,
AGENCY  OR  OTHER  BODY, A STATEMENT THAT NO SUCH CONSENT OR APPROVAL IS
REQUIRED.  SUCH STATEMENT SHALL BE DEEMED  CONCLUSIVE  FOR  PURPOSES  OF
FILING  BY  THE  DEPARTMENT  OF  STATE.  IF SUBSEQUENT TO SUBMITTING THE
CERTIFICATE OF INCORPORATION FOR FILING, THE CORPORATION PLANS TO ENGAGE
IN ANY ACTIVITY REQUIRING CONSENT OR APPROVAL PURSUANT  TO  SECTION  404
(APPROVALS, NOTICES AND CONSENTS) OF THIS CHAPTER, THE CORPORATION SHALL
OBTAIN SUCH CONSENT OR APPROVAL AND ACCORDINGLY AMEND ITS CERTIFICATE OF
INCORPORATION PURSUANT TO ARTICLE EIGHT OF THIS CHAPTER.
  S  10.  Paragraph (w) of section 404 of the not-for-profit corporation
law, as added by chapter 549 of the laws of 2013, is REPEALED.
  S 11. Subparagraph 6 of paragraph (a) of section 803 of  the  not-for-
profit  corporation  law,  as amended by chapter 168 of the laws of 1982
and as renumbered by chapter 145 of the laws of 1983, is amended to read
as follows:
  (6) 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 [him] THE SECRE-
TARY.
  S  12.  This  act  shall  take effect on the same date and in the same
manner as chapter 549 of the laws of 2013, takes effect.

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