senate Bill S5837

2013-2014 Legislative Session

Enacts the "non-profit revitalization act"; repealer

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Archive: Last Bill Status - In Committee


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

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Assembly Actions - Lowercase
Senate Actions - UPPERCASE
Jan 08, 2014 referred to finance
Jun 17, 2013 referred to rules

S5837 - Bill Details

Current Committee:
Senate Finance
Law Section:
Not-for-Profit Corporation Law
Laws Affected:
Amd Various Laws, generally

S5837 - Bill Texts

view summary

Enacts the "non-profit revitalization act of 2013"; relates to the reform of charitable organizations.

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BILL NUMBER:S5837

TITLE OF BILL: An act to amend the executive law, the banking law,
the benevolent orders law, the education law, the general business
law, the insurance law, the mental hygiene law, the public authorities
law, the private housing finance law, the public lands law, the
racing, pari-mutuel wagering and breeding law, the religious
corporations law, the surrogate's court procedure act, the
not-for-profit corporation law, the estates, powers and trusts law,
chapter 880 of the laws of 1937 relating to incorporating the trustees
of T.I.A.A. stock, and chapter 124 of the laws of 1952 relating to
incorporating the College Retirement equities fund for the benefit of
the teaching profession, in relation to reform of charitable
organizations; and to repeal certain provisions of the not-for-profit
corporation law relating thereto

PURPOSE OR GENERAL IDEA OF BILL:

To amend the Not-for-Profit Corporation Law (N-PCL), the Estates
Powers and Trusts Law (EPTL), and Article 7-A of the Executive Law, to
reduce unnecessary and outdated burdens on nonprofits and to enhance
nonprofit governance and oversight to prevent fraud and improve public
trust.

SUMMARY OF SPECIFIC PROVISIONS:

This bill establishes the title of the Act as the "Nonprofit
Revitalization Act of 2013".

It amends section 171-a of the Executive Law to clarify that
individuals who function solely as grant writers, are not "fund
raising counsel."

It raises the gross revenue thresholds triggering the requirement to
obtain an independent CPA's audit from $250,000 to $1,000,000. The
Attorney General will have authority to request an independent CPA's
audit from nonprofits with gross revenue over $250,000 after reviewing
their annual filings. The intent of these amendments is to reduce
costs and burdens on smaller nonprofits and bring New York's reporting
requirements into line with those of other states.

The bill amends section 177 of the Executive Law and section 8-1.4 of
the Estates, Powers and Trusts Law to make clear in these statutes
that the Attorney General may accept nonprofit registrations and other
filings electronically.

It amends section 216 of the Education Law to make clear that only
schools, colleges, universities and entities providing postsecondary
education may not be incorporated without the consent of the
commissioner of the state education department. It further amends
section 404 of the Not-for-Profit Corporation Law to eliminate the
requirement that certain types of nonprofits obtain pre-approval from
the State Education Department prior to incorporation. Under these
amendments, schools, libraries, museums and historical societies will
continue to require the State Education Department's approval, but
other nonprofits may notify the State Education Department of their
formation after incorporation. The intent of this amendment is to


streamline the incorporation process without hampering oversight by
the State Education Department.

The bill makes conforming changes to various statutes to effect the
simplification of corporate "types" into charitable and non-charitable
corporations instead of four (A, B, C and D). Corporations formed for
both charitable and non-charitable purposes under the Not-for-Profit
Corporation Law will be deemed charitable for purposes of this
statute. The amended section will "grandfather" nonprofits that have
already formed as a particular type so that they will not have to file
new paperwork or amend contracts.

The bill amends sections 13, 15-a, 208 and 209 of the Religious
Corporations Law to permit religious corporations to enter into merger
transactions in addition to consolidation transactions. The intent of
these amendments is to simplify mergers and treat religious nonprofits
more equitably.

It further amends sections 112 and 715 of the Not-for-Profit
Corporation Law to create new requirements to protect against
self-dealing. The amendments require that boards, or board committees,
undertake an independent review of transactions between the nonprofit
and related parties, and affirmatively determine that such
transactions are in the nonprofit's best interest. The amendments will
also provide clearer authority for the Attorney General to remedy
self-dealing.

The bill amends section 509 of the Not-for-Profit Corporation Law to
permit a majority vote of the nonprofit's board or a committee of the
board, rather than a two-thirds vote of the entire board, to approve
non-substantial real estate transactions. If a committee approves the
transaction, it must promptly notify the board. The two-thirds voting
requirement is maintained for transactions involving property that
constitutes all or substantially all of the nonprofit's assets. The
intent of this amendment is to reduce administrative burdens
associated with routine real estate transactions while preserving
stricter requirements for more significant transactions.

It amends section 511 and create a new section 511-a of the
Not-for-Profit Corporation Law to allow nonprofit corporations seeking
to sell, lease, exchange or dispose of all or substantially all of
their assets to go through a one step approval process (Attorney
General approval) instead of a more cumbersome two-step process (court
approval following Attorney General review). The intent of this
provision is to expedite the often-lengthy approval process and reduce
legal costs. Nonprofits will retain the right. to seek court approval
of the transaction at any time.

The bill amends section 515 of the Not-for-Profit Corporation Law to
clarify that individuals who may benefit. from compensation paid by
the corporation cannot participate in deliberations or voting on their
own compensation.

Further, the bill amends sections 605, 606, 609, 614, 621, 708, 711 of
the Not-for-Profit Corporation Law to allow facsimile and electronic
transmission of board and membership meeting notices, waivers of
notice and votes requiring unanimous written consent. These amendments


will also allow board members to participate in meetings via
videoconference, Skype, and other forms of video communication. The
intent of these amendments is to utilize technology to allow for more
effective participation by directors who are unable to attend meetings
in person.

The bill creates a new section 712-a of the Not-for-Profit Corporation
Law to require that, in cases where nonprofits are required by the
Executive Law to obtain independent CPA audits, boards or board
committees perform certain oversight responsibilities. The intent of
this provision is to ensure that boards are aware of, and respond to,
issues and risks identified by auditors. State and local authorities,
which are required by the Public Authorities Law to perform
substantially similar audit oversight, will be deemed to be in
compliance with this section.

The bill amends paragraph (a) of section 713 of the Not-for-Profit
Corporation Law and adds a new paragraph (f) to prohibit any employee
of a nonprofit corporation from also serving as chair of its board.
The intent of this provision is to promote clear lines of
accountability between management and the board and ensure independent
board leadership.

This bill creates a new section 715-a of the Not-for-Profit
Corporation Law to require that nonprofits adopt written conflict of
interest policies. It also creates a new section 715-b of the
Not-for-Profit Corporation Law to require that nonprofits with twenty
or more employees and annual revenue exceeding $1 million adopt
whistleblower policies. Corporations that adopt conflict of interest
and whistleblower policies pursuant to any other law that are
substantially similar to those required will be deemed in compliance
with these new sections.

It amends section 804 of the Not-for-Profit Corporation Law to require
that governmental agencies be notified within 30 business days of
acceptance by the Department of State of any certificate of amendment
that adds, changes or eliminates a purpose, power or provision whose
original inclusion would require the consent from, or notice to, that
governmental agency. The section is also revised to allow charities to
seek approval of changes from the Attorney General, in addition to the
traditional option of approval by the courts.

It amends section 907 and add new sections 907-a and 907-b to the
Not-forProfit Corporation Law to allow not-for-profit corporations
seeking to merge to go through a one-step approval process (Attorney
General approval) instead of a more cumbersome two-step process (court
approval following Attorney General review). The intent of this
provision is to expedite the often-lengthy approval process and reduce
legal costs. Nonprofits will retain the right to seek court approval
of the transaction at any time.

JUSTIFICATION:

For too long, New York law and regulatory practices have placed
unnecessary and costly burdens on the-nonprofit sector. Redundancies
throughout the system waste scarce taxpayer and nonprofit dollars. New
York must become a more hospitable environment for nonprofits. This


bill will modernize key provisions of New York law governing
formation, dissolution, transactions, and board procedures, reducing
unnecessary burdens and costs without sacrificing oversight, or
accountability. Implementing these changes will create a more
welcoming environment for new nonprofits and a more business-friendly
environment for existing ones, helping to ensure our state remains
home to the country's strongest and most vibrant nonprofit sector.

At the same time, the success of the nonprofit sector depends on
maintaining the public's trust. This requires that boards provide
effective oversight over the charitable funds entrusted to them, and
that the Attorney General have the necessary tools to protect
charities and donors from fraud and abuse. This bill strengthens New
York law to enhance governance and accountability by setting forth
clearer expectations of board duties in key areas, such as providing
financial oversight. It also includes new provisions to limit and,
when necessary, remedy self-dealing.

PRIOR LEGISLATIVE HISTORY:

New bill.

FISCAL IMPLICATIONS:

There is no fiscal impact on the state.

EFFECTIVE DATE:

This act shall take effect July 1, 2014, provided that section
seventy-three of this act shall take effect January 1, 2015; provided
further that section seventy-two of this act and paragraph (b) of
section 81.9 of the estates, powers and trusts law as added by section
one hundred thirty of this act shall not be applicable until January
1, 2015 for any corporation or trust that had annual revenues of less
than 10,000,000 dollars in the last fiscal year ending prior to
January 1, 2014.

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

                                  5837

                       2013-2014 Regular Sessions

                            I N  S E N A T E

                              June 17, 2013
                               ___________

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 executive  law,  the  banking  law,  the  benevolent
  orders law, the education law, the general business law, the insurance
  law,  the  mental hygiene law, the public authorities law, the private
  housing finance law, the public lands  law,  the  racing,  pari-mutuel
  wagering  and breeding law, the religious corporations law, the surro-
  gate's court procedure act, the not-for-profit  corporation  law,  the
  estates, powers and trusts law, chapter 880 of the laws of 1937 relat-
  ing  to  incorporating the trustees of T.I.A.A. stock, and chapter 124
  of the laws of 1952 relating to incorporating the  College  Retirement
  equities  fund for the benefit of the teaching profession, in relation
  to  reform  of  charitable  organizations;  and  to   repeal   certain
  provisions of the not-for-profit corporation law relating thereto

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

  Section 1. This act shall be known and may be cited as the "non-profit
revitalization act of 2013".
  S 2. Subdivision 9 of section 171-a of the executive law,  as  amended
by chapter 353 of the laws of 1987, is amended to read as follows:
  9.  "Fund  raising  counsel." Any person who for compensation consults
with a charitable  organization  or  who  plans,  manages,  advises,  or
assists  with respect to the solicitation in this state of contributions
for or on behalf of a charitable organization, but  who  does  not  have
access to contributions or other receipts from a solicitation or author-
ity  to  pay  expenses  associated  with a solicitation and who does not
solicit. A bona fide officer, volunteer, or  employee  of  a  charitable
organization or an attorney at law retained by a charitable organization
OR AN INDIVIDUAL ENGAGED SOLELY TO DRAFT APPLICATIONS FOR FUNDING FROM A
GOVERNMENTAL  AGENCY  OR  AN  ENTITY  EXEMPT  FROM  TAXATION PURSUANT TO

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD10180-07-3

S. 5837                             2

SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, shall not  be  deemed  a
fund raising counsel.
  S  3. Subdivisions 1, 2 and 2-a of section 172-b of the executive law,
as amended by chapter 43 of the laws of 2002, are  amended  to  read  as
follows:
  1.  Every  charitable organization registered or required to be regis-
tered pursuant to section one hundred seventy-two of this article  which
shall  receive in any fiscal year gross revenue and support in excess of
[two hundred fifty thousand] ONE MILLION dollars [and  every  charitable
organization  whose  fund-raising functions are not carried on solely by
persons who are unpaid for such services] shall file with  the  attorney
general  an  annual written financial report, on forms prescribed by the
attorney general, on or before the fifteenth day of the  fifth  calendar
month  after  the close of such fiscal year. The annual financial report
shall be accompanied by an annual financial statement which includes  an
independent  certified  public  accountant's  audit report containing an
opinion that the financial statements are presented fairly in all  mate-
rial respects and in conformity with generally accepted accounting prin-
ciples,  including  compliance  with all pronouncements of the financial
accounting standards board  and  the  American  Institute  of  Certified
Public  Accountants  that  establish  accounting  principles relevant to
not-for-profit organizations. Such  financial  report  shall  include  a
statement  of any changes in the information required to be contained in
the registration form filed on behalf of such organization.  The  finan-
cial report shall be signed by the president or other authorized officer
and the chief fiscal officer of the organization who shall certify under
penalties  for  perjury that the statements therein are true and correct
to the best of their knowledge, and shall be accompanied by  an  opinion
signed  by an independent public accountant that the financial statement
and balance sheet therein present fairly the  financial  operations  and
position  of  the  organization. A fee of twenty-five dollars payable to
the attorney general shall accompany such financial report at  the  time
of  filing,  provided however, that any such organization that is regis-
tered with the  attorney  general  pursuant  to  article  eight  of  the
estates,  powers  and  trusts  law  is  required to file only one annual
financial report which meets the filing requirements of this article and
section 8-1.4 of the estates, powers and trusts law.
  2. Every charitable organization registered or required to  be  regis-
tered  pursuant to section one hundred seventy-two of this article which
shall receive in gross revenue and support in any fiscal year  at  least
[one  hundred] TWO HUNDRED FIFTY thousand dollars but not more than [two
hundred fifty thousand] ONE MILLION dollars shall file an annual  finan-
cial  report.  The  annual  financial  report shall be accompanied by an
annual financial  statement  which  includes  an  independent  certified
public  accountant's  review  report  in  accordance with "statements on
standards for accounting and review services"  issued  by  the  American
Institute  of  Certified Public Accountants. The annual financial state-
ment shall be prepared in conformity with generally accepted  accounting
principles,  including  compliance with all pronouncements of the finan-
cial accounting standards board and the American Institute of  Certified
Public  Accountants  that  establish  accounting  principles relevant to
not-for-profit organizations. Such financial report shall be filed  with
the  attorney  general, upon forms prescribed by the attorney general on
an annual basis on or before the fifteenth day  of  the  fifth  calendar
month  after the close of such fiscal year, which shall include a finan-
cial report covering such fiscal year in accordance with  such  require-

S. 5837                             3

ments as the attorney general may prescribe. Such financial report shall
include  a  statement  of  any changes in the information required to be
contained in the registration form filed on behalf of such organization.
The  financial  report shall be signed by the president or other author-
ized officer and the chief fiscal officer of the organization who  shall
certify under penalties for perjury that the statements therein are true
and correct to the best of their knowledge. A fee of ten dollars payable
to  the  attorney  general  shall accompany such financial report at the
time of filing, provided, however, that any such  organization  that  is
registered  with  the  attorney general pursuant to article eight of the
estates, powers and trusts law is  required  to  file  only  one  annual
financial report which meets the filing requirements of this article and
section 8-1.4 of the estates, powers and trusts law. NOTWITHSTANDING THE
REQUIREMENTS OF THIS SECTION, IF UPON REVIEW OF AN INDEPENDENT CERTIFIED
PUBLIC  ACCOUNTANT'S  REVIEW  REPORT FILED PURSUANT TO THIS SUBDIVISION,
THE ATTORNEY GENERAL DETERMINES THAT A  CHARITABLE  ORGANIZATION  SHOULD
OBTAIN  AN  INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S AUDIT REPORT, SUCH
ORGANIZATION SHALL OBTAIN AND FILE WITH THE ATTORNEY  GENERAL  AN  AUDIT
REPORT  THAT  MEETS  THE REQUIREMENTS OF SUBDIVISION ONE OF THIS SECTION
WITHIN ONE HUNDRED TWENTY DAYS OF THE  ATTORNEY  GENERAL'S  REQUEST  FOR
SUCH REPORT.
  2-a. Every charitable organization registered or required to be regis-
tered  pursuant to section one hundred seventy-two of this article which
shall receive in any fiscal year of such organization gross revenue  and
support  not in excess of [one hundred thousand] TWO HUNDRED FIFTY THOU-
SAND dollars shall file with the attorney general an unaudited financial
report on forms prescribed by the attorney general,  on  or  before  the
fifteenth day of the fifth calendar month after the close of such fiscal
year.  Such financial report shall include a statement of any changes in
the information required to be contained in the registration form  filed
on  behalf of such organization. The financial report shall be signed by
the president or other authorized officer and the chief  fiscal  officer
of  the  organization who shall certify under penalties for perjury that
the statements therein are true and correct to the best of  their  know-
ledge.    A  fee  of  ten  dollars payable to the attorney general shall
accompany such financial report at the time of filing. Provided,  howev-
er,  that  any  such  organization  that is registered with the attorney
general pursuant to article eight of the estates, powers and trusts  law
is  required  to  file  only one annual financial report which meets the
filing requirements of this article and section 8-1.4  of  the  estates,
powers and trusts law.
  S  4. Subdivision 1 of section 177 of the executive law, as amended by
chapter 83 of the laws of 1995, is amended to read as follows:
  1. The attorney general shall make rules and regulations necessary for
the administration of this article including, but not limited  to  regu-
lations and waiver procedures that will ensure that charitable organiza-
tions  do not have to register twice in relation to the solicitation and
administration of assets, AND RULES OR REGULATIONS ALLOWING OR REQUIRING
ANY SUBMISSION TO THE ATTORNEY GENERAL  TO  BE  EFFECTED  BY  ELECTRONIC
MEANS.
  S  5. Section 579 of the banking law, as amended by chapter 629 of the
laws of 2002, is amended to read as follows:
  S 579. Doing business without license prohibited. Only a [type B  not-
for-profit]  CHARITABLE  corporation  as defined in [section two hundred
one] PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) of the  not-
for-profit  corporation  law of this state, or an entity incorporated in

S. 5837                             4

another state and having a similar not-for-profit status,  shall  engage
in  the  business  of  budget  planning as defined in subdivision one of
section four hundred fifty-five of the  general  business  law  of  this
state except as authorized by this article and without first obtaining a
license from the superintendent.
  S  6.  Paragraph (c) of subdivision 1 of section 1-a of the benevolent
orders law, as added by chapter 703 of the laws of 1970, is  amended  to
read as follows:
  (c)  The  following  provisions  of the not-for-profit corporation law
shall not apply to benevolent orders: [section  one  hundred  thirteen,]
section  two  hundred one, article four, paragraphs (a), (b), and (c) of
section eight hundred four, section nine  hundred  seven,  section  nine
hundred  eight, section nine hundred nine, [section ten hundred eleven,]
section ten hundred twelve, and article fourteen.
  S 6-a.  Section 216 of the education law, as amended by chapter 901 of
the laws of 1972, the closing paragraph as added by chapter 316  of  the
laws of 2005, 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  [institution or association which might be incorporated
by the regents under this chapter shall, without their consent,] 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. [An institution or association which might be  incorporated
by  the  regents under this chapter may, with the consent of the commis-
sioner of education, be formed under the  business  corporation  law  or
pursuant  to  the  not-for-profit corporation law if such consent of the
commissioner of education is attached to  its  certificate  of  incorpo-
ration.]
  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. 5837                             5

  S 7. Paragraph c of subdivision 4 of section 216-a  of  the  education
law,  as added by chapter 901 of the laws of 1972, is amended to read as
follows:
  c.  The  following  provisions  of  the not-for-profit corporation law
shall not apply to education corporations:  section  one  hundred  five,
[section  one hundred thirteen,] section one hundred fourteen, paragraph
(a) of section two hundred one, paragraphs (b) and (c)  of  section  two
hundred  two,  section  two  hundred  five,  section  three hundred one,
section three hundred two, section three  hundred  three,  article  four
except  paragraphs  (b)  through  (p)  of  section four hundred four and
section four hundred five, section  five  hundred  nine,  [section  five
hundred eighteen,] section five hundred twenty-one to the extent that it
refers  to  [section  five  hundred  eighteen,] paragraph (d) of section
seven hundred six, article eight  except  section  eight  hundred  four,
section  nine  hundred seven, [section one thousand eleven,] section one
thousand twelve and article fourteen.
  S 8. Subdivision 5 of section 216-a of the education law, as added  by
chapter 901 of the laws of 1972, is amended to read as follows:
  5.  Every  corporation  to which the not-for-profit corporation law is
made applicable by this section, is a [type B] CHARITABLE corporation AS
DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) OF THE
NOT-FOR-PROFIT CORPORATION LAW under all applicable provisions  of  that
law.
  S  9.  Section  223 of the education law, as amended by chapter 106 of
the laws of 1974, is amended to read as follows:
  S 223.  Consolidation OR MERGER of corporations.    Any  two  or  more
corporations  chartered  under the powers of the regents or incorporated
under a special act of the  legislature  or  under  a  general  law  for
purposes  for  which  a  charter may be granted by the regents may enter
into an agreement for the consolidation OR MERGER of such  corporations,
setting  forth  the terms and conditions of consolidation OR MERGER, the
name of the proposed CONSOLIDATED OR MERGED corporation,  the  place  or
places  where the institution or institutions to be maintained is or are
to be located, the number of its directors, which may be five  or  more,
the  time  of  the  annual  election  and the names of the persons to be
directors until the first OR NEXT annual meeting.
  The agreement must be approved by three-fourths  of  the  trustees  or
directors  of  such [corporation] CORPORATIONS at a meeting of the trus-
tees or directors of each corporation, separately and  specially  called
for  that  purpose,  which  approval,  duly verified by the chairman and
clerk of such meeting, shall be annexed to the petition.   On  presenta-
tion  of  a  petition, together with the certificate of approval and the
agreement for consolidation OR MERGER, and on such notice to  interested
parties  as  the  regents shall prescribe, and after hearing such inter-
ested parties as desire to be heard, the regents may make and execute an
order for the consolidation OR MERGER of the corporations on such  terms
and  conditions  as the regents may prescribe.  When such order is made,
such corporations shall become one corporation by the name designated in
the order, and shall be subject only to such duties and obligations as a
corporation formed under this chapter for the same purposes; and all the
property belonging to the corporations so consolidated OR  MERGED  shall
be  vested in and transferred to the new OR SURVIVING corporation, which
shall be subject to all the liabilities of the former  corporations,  to
the  same  extent  as if they had been contracted or incurred by it.  If
any corporation so consolidated  OR  MERGED  was  incorporated  under  a
special  act of the legislature or under a general law pursuant to which

S. 5837                             6

its certificate of incorporation was filed with the department of state,
the regents shall deliver a certified copy of the order of consolidation
OR MERGER to such department.
  S  10.  Subdivision  4  of section 455 of the general business law, as
amended by chapter 456 of the laws  of  2006,  is  amended  to  read  as
follows:
  4.  Person or entity as used in this article shall not include a [type
B not-for-profit] CHARITABLE corporation  as  defined  in  [section  two
hundred  one]  PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) of
the not-for-profit corporation law of this state, or an entity  incorpo-
rated  in  another  state  and  having  a similar not-for-profit status,
licensed by the superintendent, to engage  in  the  business  of  budget
planning as defined in this section.
  S  11.  Paragraph (a) of subdivision 1 of section 458-b of the general
business law, as added by chapter 386 of the laws of 1986, is amended to
read as follows:
  (a) Any [type B not-for-profit] CHARITABLE corporation AS  DEFINED  IN
PARAGRAPH   (A)   OF  SECTION  ONE  HUNDRED  TWO  (DEFINITIONS)  OF  THE
NOT-FOR-PROFIT CORPORATION LAW licensed pursuant to article twelve-c  of
the banking law.
  S 12. Subsection (a) of section 3435 of the insurance law, as added by
chapter 220 of the laws of 1986, is amended to read as follows:
  (a)  This section shall apply to public entities as defined in section
one hundred seven of this chapter, organizations  described  by  section
501(c)(3)  of the United States internal revenue code, [Type B] CHARITA-
BLE corporations AS DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED  TWO
(DEFINITIONS)  OF THE NOT-FOR-PROFIT CORPORATION LAW AND formed pursuant
to paragraph [(b)] (A) of section two hundred one of the  not-for-profit
corporation  law,  and  organizations  described  by section two hundred
sixteen-a of the education law.
  S 13. Subsection (a) of section 6703 of the insurance law, as added by
chapter 598 of the laws of 2000, is amended to read as follows:
  (a) A corporation may be organized as a  [type  B]  CHARITABLE  corpo-
ration pursuant to paragraph [(b)] (A) of section two hundred one of the
not-for-profit  corporation  law  or  as  a nonprofit reciprocal insurer
under article sixty-one of this chapter to write the kinds of  insurance
specified in subsection (a) of section one thousand one hundred thirteen
of  this  chapter  other  than (1) those types of insurance specified in
paragraphs one, two, eighteen, twenty-two, twenty-three and  twenty-five
of  such  subsection,  (2)  insurance  against  legal  liability  of the
insured, and against loss, damage or expense incident to a claim of such
liability arising out of death or injury of any person, due  to  medical
or  hospital  malpractice by any licensed physician or hospital, and (3)
insurance subject to section three thousand four hundred twenty-five  of
this chapter.
  S  14.  The opening paragraph of subsection (b) of section 6704 of the
insurance law, as added by chapter 598 of the laws of 2000,  is  amended
to read as follows:
  The  superintendent  may pursuant to this article issue a license to a
nonprofit property/casualty insurance company that  is  organized  as  a
[type  B]  CHARITABLE  corporation [pursuant to paragraph (b) of section
two hundred one] AS DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED  TWO
(DEFINITIONS) of the not-for-profit corporation law if such company:
  S 15. Subsection (a) of section 6706 of the insurance law, as added by
chapter 598 of the laws of 2000, is amended to read as follows:

S. 5837                             7

  (a)  Except  as otherwise provided in this article, where inconsistent
with this article, or where the context otherwise requires, all  of  the
provisions  of  this chapter and the rules and regulations of the super-
intendent,  relating   to   all   insurers   and   those   relating   to
property/casualty insurance companies transacting the same kind or kinds
of insurance shall be applicable to a nonprofit property/casualty insur-
ance  company  organized as a [type B] CHARITABLE corporation AS DEFINED
IN PARAGRAPH (A)  OF  SECTION  ONE  HUNDRED  TWO  (DEFINITIONS)  OF  THE
NOT-FOR-PROFIT  CORPORATION  LAW  AND FORMED pursuant to paragraph [(b)]
(A) of section two hundred one of the not-for-profit corporation law and
licensed pursuant to  subsection  (b)  of  section  six  thousand  seven
hundred  four of this article. Where any of such provisions of law refer
to a corporation, company or insurer,  such  references,  when  read  in
connection  with  and  applicable  to  this  article,  shall mean such a
nonprofit property/casualty insurance company.
  S 16. Subdivision (b) of section 16.32 of the mental hygiene  law,  as
amended  by  chapter  669  of  the  laws  of 1995, is amended to read as
follows:
  (b) 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 not-for-
profit corporation which is certified as a provider of services pursuant
to this article to its employee who receives an annual salary in  excess
of  thirty  thousand dollars, or to any other corporation, firm, associ-
ation or other entity in which such employee is a director or officer or
employee or holds a direct or indirect substantial  financial  interest,
except  a  loan by one corporation incorporated as a [type B] CHARITABLE
corporation [pursuant to] AS DEFINED IN PARAGRAPH  (A)  OF  SECTION  ONE
HUNDRED  TWO  (DEFINITIONS)  OF  the  not-for-profit  corporation law to
another type B corporation, or a  loan  for  a  temporary  or  emergency
purpose  which  will  further  the health and welfare of the employee so
long as the purpose and  amount  of  such  loan  are  disclosed  to  and
approved by the board of directors of such agency. Such disclosure shall
be  filed  with  the  secretary  of  the  corporation and entered in the
minutes of the meeting, and, if approved by such board, such  disclosure
shall also be forwarded in writing to the commissioner and to the direc-
tor  of  community services of each local governmental unit that has, at
the time of such disclosure, a contract with such  corporation  for  the
rendition  of  services pursuant to article forty-one of this chapter. A
loan made in violation of this section shall be a violation of the  duty
to the not-for-profit corporation of the directors or officers authoriz-
ing  it  or participating in it, but the obligation of the borrower with
respect to the loan shall not be affected thereby.
  S 17. Subdivision (b) of section 31.31 of the mental hygiene  law,  as
amended  by  chapter  669  of  the  laws  of 1995, is amended to read as
follows:
  (b) 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 not-for-
profit corporation which is licensed as a provider of services  pursuant
to  this article to its employee who receives an annual salary in excess
of thirty thousand dollars, or to any other corporation,  firm,  associ-
ation or other entity in which such employee is a director or officer or
employee  or  holds a direct or indirect substantial financial interest,
except a loan by one corporation incorporated as a [type  B]  CHARITABLE
corporation  [pursuant  to]  AS  DEFINED IN PARAGRAPH (A) OF SECTION ONE

S. 5837                             8

HUNDRED TWO (DEFINITIONS)  OF  the  not-for-profit  corporation  law  to
another  type  B  corporation,  or  a  loan for a temporary or emergency
purpose which will further the health and welfare  of  the  employee  so
long  as  the  purpose  and  amount  of  such  loan are disclosed to and
approved by the board of directors of such agency. Such disclosure shall
be filed with the secretary  of  the  corporation  and  entered  in  the
minutes  of the meeting, and, if approved by such board, such disclosure
shall also be forwarded in writing to the commissioner and to the direc-
tor of community services of each local governmental unit that  has,  at
the  time  of  such disclosure, a contract with such corporation for the
rendition of services pursuant to article forty-one of this  chapter.  A
loan  made in violation of this section shall be a violation of the duty
to the not-for-profit corporation of the directors or officers authoriz-
ing it or participating in it, but the obligation of the  borrower  with
respect to the loan shall not be affected thereby.
  S 18.  Subdivision 1 of section 1825 of the public authorities law, as
amended  by  chapter  1045  of  the  laws of 1974, is amended to read as
follows:
  1. The corporation shall (a) be incorporated or  reincorporated  under
[article  nineteen of the membership corporations law, or under] section
fourteen hundred eleven of the not-for-profit corporation law, or (b) be
incorporated under [article two of the membership corporations  law,  or
under]  article  four of the not-for-profit corporation law, in addition
to other purposes, to construct new industrial or  manufacturing  plants
or  new  research  and  development  buildings and acquire machinery and
equipment deemed related thereto or acquire, rehabilitate,  and  improve
for use by others, industrial or manufacturing plants in the area of the
state  in  which  an assisted project is to be located, to assist finan-
cially in such construction, acquisition, rehabilitation and improvement
and to maintain such plants, buildings and equipment for others, and may
also be authorized to study and promote, alone or in concert with  local
officials  and interested local groups, the economic growth and business
prosperity of the area and the solution of other civic problems  of  the
region which includes such areas[, and (c) if incorporated or reincorpo-
rated  under  the  membership  corporations  law, have complied with the
requirements of section  one  hundred  thirteen  of  the  not-for-profit
corporation law].
  S  19.  Subdivision  2  of section 13-a of the private housing finance
law, as added by chapter 547 of the laws of 1971, is amended to read  as
follows:
  2.  Every  corporation  to which the not-for-profit corporation law is
made applicable by this section is a [type B] CHARITABLE corporation  AS
DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) OF THE
NOT-FOR-PROFIT CORPORATION LAW for all purposes of that law.
  S 20. Paragraph (f) of subdivision 7 of section 75 of the public lands
law,  as added by chapter 791 of the laws of 1992, is amended to read as
follows:
  (f) The commissioner, in consultation with the commissioner  of  envi-
ronmental  conservation,  the  secretary  of state, the office of parks,
recreation and historic preservation and other interested state agencies
administering state-owned lands underwater, shall promulgate pursuant to
article two of the state administrative procedure act  such  rules  with
respect to grants, leases, easements and lesser interests for the use of
state-owned land underwater, and the cession of jurisdiction thereof, as
in  his  or  her  judgment  are  reasonable and necessary to protect the
interests of the people in such lands underwater. Such regulations shall

S. 5837                             9

include without being limited to: the fees  to  be  charged,  consistent
with  the  provisions of this section, including mitigation of such fees
in the event of economic hardship on  existing  commercial  enterprises;
fee  limitations to administrative expenses for municipal uses which are
public, non-commercial and offer services free or for nominal fees,  and
for  uses undertaken and operated for public and non-commercial purposes
by not-for-profit corporations characterized as  ["Type  B"]  CHARITABLE
corporations  [pursuant  to paragraph (b) of section two hundred one] AS
DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) of the
not-for-profit corporation law, and for uses undertaken and operated for
public purposes by a corporation formed pursuant to the religious corpo-
ration law or by a corporation formed pursuant to A special act of  this
state  and  which has as its principal purpose a religious purpose; such
further exemptions for projects as the commissioner  determines  do  not
represent  significant  encroachments;  limitations on grants, including
conversion grants, with respect to underwater lands consistent with  the
public  purposes  of this subdivision and limiting such grants to excep-
tional circumstances; and factors  to  be  examined  in  considering  an
application for a lease, easement or other interest. Those factors shall
include  without  limitation the following: (i) the environmental impact
of the project; (ii) the values for natural resource management,  recre-
ational  uses,  and  commercial  uses  of the pertinent underwater land;
(iii) the size, character and effects of  the  project  in  relation  to
neighboring  uses;  (iv) the potential for interference with navigation,
public uses of the waterway and rights of other riparian owners; (v) the
effect of the project on the natural resource interests of the state  in
the  lands;  (vi)  the  water-dependent nature of the use; (vii) and any
adverse economic impact on existing commercial  enterprises.  The  final
promulgation  of  rules  establishing  fees  or  fee structures shall be
subject to the approval of the director of the budget.
  S 21. Section 202 of the racing,  pari-mutuel  wagering  and  breeding
law, as amended by chapter 18 of the laws of 2008, is amended to read as
follows:
  S  202.  Restriction upon commencement of business. No business corpo-
ration organized under the provisions of this article  shall  engage  in
the  prosecution  or  management  of its business until the whole of its
capital stock shall have been subscribed, nor until it shall have  filed
in the offices where certificates of incorporation were filed, a further
certificate stating that the whole of its capital stock has been in good
faith  subscribed,  executed  and acknowledged by its president or vice-
president and treasurer or secretary, and verified by them to the effect
that the statements contained in it are true.
  Notwithstanding the  foregoing,  corporations  organized  pursuant  to
section  two  hundred one of the not-for-profit corporation law as [type
C] CHARITABLE corporations AS DEFINED IN PARAGRAPH (A)  OF  SECTION  ONE
HUNDRED  TWO  (DEFINITIONS)  OF THE NOT-FOR-PROFIT CORPORATION LAW shall
not engage in the prosecution or management of its  business  until  its
certificate  of incorporation has been accepted for filing by the secre-
tary of state and such confirmation of filing has been  filed  with  the
board and the franchise oversight board.
  S  22.  Paragraph (c) of subdivision 1 of section 2-b of the religious
corporations law, as amended by chapter 490 of  the  laws  of  2010,  is
amended to read as follows:
  (c)  The  following  provisions  of the not-for-profit corporation law
shall not apply to religious corporations: subparagraphs (7) and (8)  of
paragraph  (a) of section one hundred twelve, [section one hundred thir-

S. 5837                            10

teen,] section one hundred fourteen, section two  hundred  one,  section
three  hundred  three, section three hundred four, section three hundred
five, section three  hundred  six,  article  four  except  section  four
hundred one, section five hundred fourteen, that portion of section five
hundred  fifty-five  (b)  and  section five hundred fifty-five (c) which
reads "The institution shall notify the donor,  if  available,  and  the
attorney  general  of the application, and the attorney general and such
donor must be given an opportunity to be  heard",  section  six  hundred
five, section six hundred seven, section six hundred nine, section eight
hundred  four, article nine except section nine hundred ten, article ten
except as provided in section eleven  hundred  fifteen,  section  eleven
hundred two, and article fifteen except paragraph (c) of section fifteen
hundred seven.
  S  23. Subdivision 2 of section 2-b of the religious corporations law,
as added by chapter 956 of the laws of  1971,  is  amended  to  read  as
follows:
  2.  Every  corporation  to which the not-for-profit corporation law is
made applicable by this section is a [type B] CHARITABLE corporation  AS
DEFINED IN PARAGRAPH (A) OF SECTION ONE HUNDRED TWO (DEFINITIONS) OF THE
NOT-FOR-PROFIT CORPORATION LAW for all purposes of that law.
  S  24.  Section  13  of  the religious corporations law, as amended by
chapter 705 of the laws of 1970, is amended to read as follows:
  S 13. Consolidation OR MERGER of incorporated churches.  Two  or  more
incorporated  churches  may enter into an agreement, under their respec-
tive corporate seals, for the consolidation OR  MERGER  of  such  corpo-
rations,  setting  forth  the  name  of  the proposed new corporation OR
SURVIVING CORPORATION, the denomination, if  any,  to  which  it  is  to
belong,  and  if  the  churches  of such denomination have more than one
method of choosing trustees, by which of such methods the  trustees  are
to  be  chosen, the number of such trustees, the names of the persons to
be the first trustees of the new corporation, and the date of its  first
annual  corporate  meeting.  Such  an  agreement  shall not be valid for
United Methodist churches unless proposed by  a  majority  vote  of  the
charge  conference  of each church and approved by the superintendent or
superintendents of the district or districts in which the  consolidating
churches are located, and by the majority of the members of each of such
churches,  over  the  age  of  twenty-one years, present and voting at a
meeting thereof held in the usual place of public worship and called for
the purpose of considering such agreement by announcement made at public
service in such churches on two Sundays, the first  not  less  than  ten
days  next  preceding the date of such meeting. Such agreement shall not
be valid unless approved in the case of Protestant Episcopal churches by
the bishop and standing committee of the diocese in which such  churches
are  situated  and in the case of churches of other denominations by the
governing body of  the  denomination,  if  any,  to  which  each  church
belongs,  having  jurisdiction  over such church. Each corporation shall
thereupon make a separate petition to the supreme  court  for  an  order
consolidating  OR  MERGING  the  corporations, setting forth the denomi-
nation, if any, to which the church belongs, that  the  consent  of  the
governing  body  to the consolidation OR MERGER, if any, of that denomi-
nation having jurisdiction over  such  church  has  been  obtained,  the
agreement  therefor, and a statement of all the property and liabilities
and the amount and sources of the  annual  income  of  such  petitioning
corporation.  In  its discretion the court may direct that notice of the
hearing of such petition be given to the parties interested  therein  in
such  manner  and  for such time as it may prescribe.  After hearing all

S. 5837                            11

the parties interested, present and desiring to be heard, the court  may
make an order for the consolidation OR MERGER of the corporations on the
terms  of  such  agreement and such other terms and conditions as it may
prescribe,  specifying the name of such new OR SURVIVING corporation and
the [first] trustees thereof, and the method by which  their  successors
shall be chosen and the date of its first OR NEXT annual corporate meet-
ing.  When such order is made and duly entered, the persons constituting
such CONSOLIDATED OR MERGED corporations shall BE OR become an  incorpo-
rated church by, and said petitioning churches shall become consolidated
OR  MERGED  under,  the  name  designated in the order, and the trustees
therein named shall be the [first]  trustees  thereof,  and  the  future
trustees  thereof  shall be chosen by the method therein designated, and
all the estate, rights, powers and property of whatsoever nature belong-
ing to either corporation shall without further act or deed be vested in
and transferred to the new OR SURVIVING corporation  as  effectually  as
they  were  vested  in  or belonging to the former corporations; and the
said new OR SURVIVING corporation shall be liable for all the debts  and
liabilities  of the former corporations in the same manner and as effec-
tually as if said debts or liabilities had been contracted  or  incurred
by  the  new  OR  SURVIVING  corporation. A certified copy of such order
shall be recorded in the book for  recording  certificates  of  incorpo-
ration  in each county clerk's office in which the certificate of incor-
poration of each consolidating OR MERGING church was recorded; or if  no
such  certificate  was  so  recorded,  then in the clerk's office of the
county in which the principal place of worship or  principal  office  of
the new OR SURVIVING corporation is, or is intended to be, situated.
  S  25.  Section  15-a  of  the religious corporations law, as added by
chapter 108 of the laws of 1965, subdivisions 2, 3 and 8 as  amended  by
chapter 381 of the laws of 1985, is amended to read as follows:
  S  15-a.  Consolidation  of  incorporated presbyteries. 1. Two or more
incorporated presbyteries may enter into an agreement  for  the  consol-
idation  OR  MERGER  of  such  corporations and such corporations may be
consolidated OR MERGED so as to form a single corporation which  may  be
either a new corporation or one of the [constitutent] CONSTITUENT corpo-
rations.    Said  agreement shall set forth the name of the proposed new
corporation or the name of the existing corporation if it is  to  become
the consolidated OR MERGED corporation, the method of choosing trustees,
the names of the persons to be the first trustees of the new corporation
if the consolidated OR MERGED corporation is to be a new corporation and
the date of the first annual corporate meeting.
  2.  Such  agreement must be authorized and approved by a majority vote
of the members of each contracting presbytery  taken  at  a  meeting  at
which  a  quorum  is  present duly called in accordance with the form of
government of the Presbyterian Church (U.S.A.) and the  notice  of  such
meeting shall state the purpose of the meeting.
  3.  Before such agreement is approved as aforesaid, such consolidation
OR MERGER must be directed and approved by the Synod  of  the  Northeast
and the General Assembly of the Presbyterian Church (U.S.A.).
  4.  Each presbytery shall thereafter join in a petition to the supreme
court for an order consolidating OR  MERGING  the  corporation,  setting
forth  the  agreement of the contracting presbyteries, the direction and
approval of the bodies as set forth in  subdivision  three  [hereof]  OF
THIS  SECTION,  a  statement of all the property and liabilities and the
sources of the annual income of each presbytery and a description of any
property held by such presbyteries in trust for  specific  purposes.  In
its  discretion  the court may direct that notice of the hearing of such

S. 5837                            12

petition be given to the parties interested therein in such manner as it
may prescribe.
  5.  After  hearing all the parties interested, present and desiring to
be heard, the court may make an order for the consolidation OR MERGER of
the presbyteries on the terms of such agreement and such other terms and
conditions as it may prescribe, specifying the name of  the  new  corpo-
ration  or  the  name the continuing corporation will have if one of the
[constitutent] CONSTITUENT corporations is to become the consolidated OR
MERGED corporation, the first trustees thereof if a new  corporation  is
to  be  created and the method by which their successors shall be chosen
and the date of the first annual corporate meeting if a new  corporation
is to be created.
  6.  When such order is made and duly entered, the persons constituting
such corporate presbyteries shall become one  incorporated  consolidated
OR  MERGED presbytery by, and said petitioning presbyteries shall become
consolidated OR MERGED under, the name designated in the order, and  the
trustees  therein  named, if it is a new corporation, shall be the first
trustees thereof, and if it is a new corporation  the  trustees  thereof
shall  be  chosen  by the method therein designated, and all the estate,
rights, powers and property of whatsoever nature,  belonging  to  either
corporation shall without further act or deed be vested in and/or trans-
ferred  to  the new corporation as effectually as they were vested in or
belonging to the former corporations, and the new or  continuing  corpo-
rations  shall be liable for all the debts and liabilities of the former
corporations in the same manner and as effectually as if said  debts  or
liabilities had been contracted or incurred by the new corporation.
  7. The order or a certified copy thereof shall be recorded in the book
for  recording  certificates  of  incorporation  in  each county clerk's
office in which the certificate of  incorporation  of  each  constituent
presbytery was recorded.
  8.  Such  consolidated  OR MERGED presbytery shall have all the powers
and responsibilities conferred upon presbyteries by the constitution and
form of government of the Presbyterian Church (U.S.A.).
  S 26. Section 208 of the religious corporations law, as added by chap-
ter 117 of the laws of 1927, is amended to read as follows:
  S 208. Consolidation.  Any two or more religious corporations  of  the
Jewish  faith,  incorporated  under  or  by general or special laws, may
enter into an agreement for the consolidation OR MERGER of  such  corpo-
rations,  setting  forth  the terms and conditions of consolidation, the
name of the proposed OR SURVIVING corporation, the number of  its  trus-
tees, the time of the annual election and the names of the persons to be
its  trustees  until  the first OR NEXT annual meeting. Each corporation
may petition the supreme court for an order consolidating OR MERGING the
corporations, setting forth the agreement for consolidation   OR  MERGER
and  a statement of its real property and of its liabilities. Before the
presentation of the petition to the court  the  agreement  and  petition
must  be  approved by two-thirds of the votes cast in person or by proxy
at a meeting of the members of each corporation called for  the  purpose
of  considering  the  proposed  consolidation  OR  MERGER  in the manner
prescribed by section [forty-three of the membership  corporations  law]
SIX  HUNDRED FIVE OF THE NOT-FOR-PROFIT CORPORATION LAW. An affidavit by
the president and the secretary of each corporation  stating  that  such
approval  has  been given shall be annexed to the petition. On presenta-
tion to the court of such petition and agreement  for  consolidation  OR
MERGER and on such notice as the court may direct, the court after hear-
ing  all  the parties interested desiring to be heard, may make an order

S. 5837                            13

approving the consolidation OR MERGER.  When such order is made and duly
entered and a certified copy thereof filed with the secretary  of  state
and  in  the  offices of the clerks of the counties in which the certif-
icates  of  incorporation  of  the several constituent corporations were
recorded, or if no such certificate was recorded, then in the office  of
the  clerk  of the county in which the principal place of worship of the
new OR SURVIVING corporation is intended to  be  situated,  such  corpo-
rations shall become one corporation by the name designated in the order
and  the  trustees  named  in  the agreement for consolidation OR MERGER
shall be the [first] trustees of the consolidated corporation.
  S 27. Section 209 of the religious corporations law, as added by chap-
ter 117 of the laws of 1927, is amended to read as follows:
  S 209. Effect of consolidation.   The consolidated  OR  MERGED  corpo-
ration  shall possess all the powers of the constituent corporations and
shall have the power and be subject to the duties and obligations  of  a
congregation  of  the  Jewish  faith  formed for like purposes under the
religious corporations law. All the rights, privileges and interests  of
each  of  the constituent corporations, all the property, real, personal
and mixed, and all the debts due on whatever account to either of  them,
and  all  things in action, belonging to either of them, shall be deemed
to be transferred to and vested in such new corporation without  further
act  or  deed;  and  all  claims,  demands[.], property, and every other
interest, belonging to the several constituent corporations, shall be as
effectually the property of the new corporation  as  they  were  of  the
constituent  corporations,  and  the title to all real property, held or
taken by deed or otherwise under the laws of this state, vested  in  the
several  constituent corporations shall not be deemed to revert or to be
in any way impaired by reason of the consolidation but shall  be  vested
in the new corporation. Any devise, bequest, gift, grant, or declaration
of  trust, contained in any deed, will, or other instrument, in trust or
otherwise, made before or after such consolidation, OR MERGER to or  for
any  of  the constituent corporations, shall inure to the benefit of the
consolidated OR MERGED corporation. The consolidated  corporation  shall
be  deemed  to  have assumed and shall be liable for all debts and obli-
gations of the constituent corporations in the same manner  as  if  such
new corporation had itself incurred such debts or obligations.
  S  28. Subdivision 2 of section 711 of the surrogate's court procedure
act is amended to read as follows:
  2. Where by reason of his having  wasted  or  improperly  applied  the
assets  of the estate, or made investments unauthorized by law or other-
wise improvidently managed or injured  the  property  committed  to  his
charge,  INCLUDING  BY  FAILING  TO COMPLY WITH PARAGRAPH (C) OF SECTION
8-1.9 OF THE ESTATES, POWERS AND TRUSTS  LAW,  or  by  reason  of  other
misconduct  in  the  execution of his office or dishonesty, drunkenness,
improvidence or want of understanding, he is unfit for the execution  of
his office.
  S  29.  Subparagraph 6 of paragraph (a) of section 102 of the not-for-
profit corporation law is amended, and  eleven  new  subparagraphs  3-a,
3-b,  6-a,  9-a,  19,  20,  21,  22,  23, 24 and 25 are added to read as
follows:
  (3-A) "CHARITABLE CORPORATION" MEANS ANY CORPORATION  FORMED,  OR  FOR
THE  PURPOSES  OF  THIS  CHAPTER,  DEEMED  TO  BE FORMED, FOR CHARITABLE
PURPOSES.
  (3-B) "CHARITABLE PURPOSES" OF A CORPORATION MEANS PURPOSES  CONTAINED
IN THE CERTIFICATE OF INCORPORATION OF THE CORPORATION THAT ARE CHARITA-

S. 5837                            14

BLE,  EDUCATIONAL,  RELIGIOUS, SCIENTIFIC, LITERARY, CULTURAL OR FOR THE
PREVENTION OF CRUELTY TO CHILDREN OR ANIMALS.
  (6)  "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" OR ANY
OTHER BODY CONSTITUTING A "GOVERNING BOARD" AS DEFINED IN THIS SECTION.
  (6-A) "ENTIRE BOARD" MEANS THE TOTAL NUMBER OF DIRECTORS  ENTITLED  TO
VOTE  WHICH  THE  CORPORATION WOULD HAVE IF THERE WERE NO VACANCIES.  IF
THE BY-LAWS OF THE CORPORATION PROVIDE THAT THE BOARD SHALL CONSIST OF A
FIXED NUMBER OF DIRECTORS, THEN THE "ENTIRE BOARD" SHALL CONSIST OF THAT
NUMBER OF DIRECTORS.  IF THE BY-LAWS OF ANY CORPORATION PROVIDE THAT THE
BOARD MAY CONSIST OF A RANGE BETWEEN A MINIMUM  AND  MAXIMUM  NUMBER  OF
DIRECTORS, THEN THE "ENTIRE BOARD" SHALL CONSIST OF THE NUMBER OF DIREC-
TORS  WITHIN  SUCH  RANGE THAT WERE ELECTED AS OF THE MOST RECENTLY HELD
ELECTION OF DIRECTORS.
  (9-A) "NON-CHARITABLE CORPORATION" MEANS ANY CORPORATION FORMED  UNDER
THIS  CHAPTER,  OTHER  THAN  A CHARITABLE CORPORATION, INCLUDING BUT NOT
LIMITED TO ONE FORMED FOR ANY ONE OR MORE OF THE FOLLOWING NON-PECUNIARY
PURPOSES: CIVIC,  PATRIOTIC,  POLITICAL,  SOCIAL,  FRATERNAL,  ATHLETIC,
AGRICULTURAL,  HORTICULTURAL, OR ANIMAL HUSBANDRY, OR FOR THE PURPOSE OF
OPERATING A PROFESSIONAL, COMMERCIAL, INDUSTRIAL, TRADE OR SERVICE ASSO-
CIATION.
  (19) AN "AFFILIATE" OF A CORPORATION MEANS ANY ENTITY  CONTROLLED  BY,
IN CONTROL OF, OR UNDER COMMON CONTROL WITH SUCH CORPORATION.
  (20)  "INDEPENDENT  AUDITOR"  MEANS  ANY  CERTIFIED  PUBLIC ACCOUNTANT
PERFORMING THE AUDIT  OF  THE  FINANCIAL  STATEMENTS  OF  A  CORPORATION
REQUIRED  BY SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B OF THE
EXECUTIVE LAW.
  (21) "INDEPENDENT DIRECTOR" MEANS A DIRECTOR WHO: (I) IS NOT, AND  HAS
NOT  BEEN WITHIN THE LAST THREE YEARS, AN EMPLOYEE OF THE CORPORATION OR
AN AFFILIATE OF THE CORPORATION, AND DOES NOT HAVE A RELATIVE WHO IS, OR
HAS BEEN WITHIN THE LAST THREE YEARS, A KEY EMPLOYEE OF THE  CORPORATION
OR  AN AFFILIATE OF THE CORPORATION; (II) HAS NOT RECEIVED, AND DOES NOT
HAVE A RELATIVE WHO HAS RECEIVED, IN ANY OF THE LAST THREE FISCAL YEARS,
MORE THAN TEN THOUSAND DOLLARS IN DIRECT COMPENSATION  FROM  THE  CORPO-
RATION  OR AN AFFILIATE OF THE CORPORATION (OTHER THAN REIMBURSEMENT FOR
EXPENSES REASONABLY INCURRED AS A DIRECTOR  OR  REASONABLE  COMPENSATION
FOR  SERVICE  AS A DIRECTOR AS PERMITTED BY PARAGRAPH (A) OF SECTION 202
(GENERAL AND SPECIAL POWERS)); AND (III) IS NOT A CURRENT EMPLOYEE OF OR
DOES NOT HAVE A SUBSTANTIAL FINANCIAL INTEREST IN, AND DOES NOT  HAVE  A
RELATIVE  WHO  IS  A  CURRENT  OFFICER OF OR HAS A SUBSTANTIAL FINANCIAL
INTEREST IN, ANY ENTITY THAT HAS MADE PAYMENTS TO, OR RECEIVED  PAYMENTS
FROM, THE CORPORATION OR AN AFFILIATE OF THE CORPORATION FOR PROPERTY OR
SERVICES  IN  AN  AMOUNT  WHICH,  IN ANY OF THE LAST THREE FISCAL YEARS,
EXCEEDS THE LESSER OF TWENTY-FIVE THOUSAND DOLLARS  OR  TWO  PERCENT  OF
SUCH ENTITY'S CONSOLIDATED GROSS REVENUES.  FOR PURPOSES OF THIS SUBPAR-
AGRAPH, "PAYMENT" DOES NOT INCLUDE CHARITABLE CONTRIBUTIONS.
  (22)  "RELATIVE"  OF AN INDIVIDUAL MEANS HIS OR HER (I) SPOUSE, ANCES-
TORS, BROTHERS AND SISTERS  (WHETHER  WHOLE  OR  HALF  BLOOD),  CHILDREN
(WHETHER  NATURAL  OR  ADOPTED), GRANDCHILDREN, GREAT-GRANDCHILDREN, AND
SPOUSES OF BROTHERS, SISTERS, CHILDREN, GRANDCHILDREN, AND  GREAT-GRAND-
CHILDREN;  OR  (II)  DOMESTIC  PARTNER AS DEFINED IN SECTION TWENTY-NINE
HUNDRED NINETY-FOUR-A OF THE PUBLIC HEALTH LAW.
  (23) "RELATED PARTY" MEANS (I) ANY DIRECTOR, OFFICER OR  KEY  EMPLOYEE
OF  THE  CORPORATION OR ANY AFFILIATE OF THE CORPORATION; (II) ANY RELA-
TIVE OF ANY DIRECTOR, OFFICER OR KEY EMPLOYEE OF THE CORPORATION OR  ANY

S. 5837                            15

AFFILIATE  OF THE CORPORATION; OR (III) ANY ENTITY IN WHICH ANY INDIVID-
UAL DESCRIBED IN CLAUSES (I) AND (II) OF THIS SUBPARAGRAPH HAS  A  THIR-
TY-FIVE  PERCENT  OR GREATER OWNERSHIP OR BENEFICIAL INTEREST OR, IN THE
CASE  OF A PARTNERSHIP OR PROFESSIONAL CORPORATION, A DIRECT OR INDIRECT
OWNERSHIP INTEREST IN EXCESS OF FIVE PERCENT.
  (24) "RELATED PARTY TRANSACTION" MEANS ANY TRANSACTION,  AGREEMENT  OR
ANY  OTHER ARRANGEMENT IN WHICH A RELATED PARTY HAS A FINANCIAL INTEREST
AND IN WHICH THE CORPORATION OR ANY AFFILIATE OF THE  CORPORATION  IS  A
PARTICIPANT.
  (25)  "KEY EMPLOYEE" MEANS ANY PERSON WHO IS IN A POSITION TO EXERCISE
SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, AS REFERENCED
IN 26  U.S.C.  S  4958(F)(1)(A)  AND  FURTHER  SPECIFIED  IN  26  CFR  S
53.4958-3(C), (D) AND (E), OR SUCCEEDING PROVISIONS.
  S 30. Paragraphs (a), (b) and (c) of section 103 of the not-for-profit
corporation  law, paragraph (a) as amended by chapter 807 of the laws of
1973, paragraph (b) as amended by chapter 847 of the laws of  1970,  and
paragraph (c) as amended by chapter 961 of the laws of 1972, are 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 [type
or] 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 prin-
cipal purpose an education purpose and which is a member of the  univer-
sity  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
elect hereunder at any time after the effective date of this chapter  to
file  a  certificate of type under section one hundred thirteen (Certif-
icate of type of not-for-profit corporation). Upon the  filing  of  such
certificate  by the department of state, this chapter shall apply in all
respects to such corporation.]
  This chapter also applies to any other corporation of  any  [type  or]
kind,  formed [not for profit] 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  corpo-
ration  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 corpo-
ration formed or formable under such unconsolidated law shall not there-

S. 5837                            16

by be extended.  For the purpose of this paragraph, the  effective  date
of  this chapter as to corporations to which this chapter is made appli-
cable by this paragraph shall be September one, nineteen hundred  seven-
ty-three.
  (b)    The  general corporation law does not apply to a corporation of
any [type or] kind to which this chapter applies.   A reference  in  any
statute of this state which makes a provision of the general corporation
law  applicable  to  a  corporation  of any [type or] kind to which this
chapter is applicable or a reference in any statute of this state, other
than the membership corporations law, which makes  a  provision  of  the
membership corporations law applicable to a corporation of any [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 one to  thirteen  inclusive  of  this
chapter  conflicts with a provision of any subsequent articles or of any
special act under which a corporation to which this chapter  applies  is
formed,  the  provision  in  such  subsequent  article  or  special  act
prevails.  A provision of any such subsequent  article  or  special  act
relating  to  a matter referred to in articles one to thirteen inclusive
and not in conflict therewith is  supplemental  and  both  shall  apply.
Whenever  the  board  of  a [Type B] corporation, formed under a special
act, reasonably makes an interpretation as to whether a provision of the
special act or this chapter prevails, or both apply, such interpretation
shall govern unless and until a  court  determines  otherwise,  if  such
board has acted in good faith for a purpose which it reasonably believes
to  be  in the best interests of the corporation, provided however, that
such interpretation shall not bind any governmental body or officer.
  S 31. Paragraph (a) of section 104-A of the not-for-profit corporation
law is REPEALED.
  S 32. Section 105 of the not-for-profit corporation law, as amended by
chapter 172 of the laws of 1999, is amended to read as follows:
S 105. Certificates; corrections.
  (A) ANY CERTIFICATE 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  APPARENT  ON THE FACE OF THE CERTIFICATE OR INSTRU-
MENT, 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  AUTHORIZATION  IN  WRITING OR BY ELECTRONIC MAIL BY THE
INCORPORATOR, OR FOLLOWING INCORPORATION, BY ANY  PERSON  AUTHORIZED  BY
THE CORPORATION.
  (B)  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] 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 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 defec-
tive, the proper execution. The filing of the certificate by the depart-
ment 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

S. 5837                            17

filing. A corporate name may not be  changed  or  corrected  under  this
section  OTHER THAN TO CORRECT ANY TYPOGRAPHICAL OR SIMILAR NON-MATERIAL
ERROR.
  S  33. Subparagraphs 7, 8 and 9 of paragraph (a) of section 112 of the
not-for-profit corporation law, subparagraphs 7  and  9  as  amended  by
chapter  1058 of the laws of 1971, are amended and a new subparagraph 10
is added to read as follows:
  (7)   To enforce any right given under  this  chapter  to  members,  a
director  or  an officer of a [Type B or Type C] CHARITABLE corporation.
The attorney-general shall have the same status as such members,  direc-
tor or officer.
  (8) To compel the directors and officers, or any of them, of a [Type B
or Type C] CHARITABLE corporation which has been dissolved under section
1011  (Dissolution  for  failure to file certificate of type of Not-for-
Profit Corporation Law under section 113) to account for the  assets  of
the dissolved corporation.
  (9) 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 [Type
A corporation] NON-CHARITABLE CORPORATION.  For such purpose, the attor-
ney-general shall have the same status  as  such  members,  director  or
officer.
  (10) TO ENJOIN, VOID OR RESCIND ANY RELATED PARTY TRANSACTION, OR SEEK
ADDITIONAL  DAMAGES  OR  REMEDIES PURSUANT TO SECTION 715 (RELATED PARTY
TRANSACTIONS) OF THIS CHAPTER.
  S 34. Subparagraph 1 of paragraph (c) of section 112 of  the  not-for-
profit corporation law is amended to read as follows:
  (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
activities in the state.
  S 35. Section 113 of the not-for-profit corporation law is REPEALED.
  S  36.  Section 114 of the not-for-profit corporation law, as added by
chapter 847 of the laws of 1970, is amended to read as follows:
S 114. Visitation of supreme court.
  [Type B and Type C]  CHARITABLE  corporations,  whether  formed  under
general or special laws, with their books and vouchers, shall be subject
to  the  visitation and inspection of a justice of the supreme court, or
of any person appointed by the court for that purpose.  If it appears by
the verified petition of a member, DIRECTOR, OFFICER or creditor of  any
such  corporation,  that  it,  or  its directors, officers, MEMBERS, KEY
EMPLOYEES or agents, have misappropriated any of the funds  or  property
of  the  corporation,  or diverted them from the purpose of its incorpo-
ration, or that the corporation has acquired property in excess  of  the
amount  which  it  is  authorized  by law to hold, or has engaged in any
business other than that stated in its certificate of incorporation, the
court may order that notice of at least eight days, with a copy  of  the
petition,  be  served  on  the corporation, THE ATTORNEY GENERAL and the
persons charged with misconduct, requiring them to show cause at a  time
and place specified, why they should not be required to make and file an
inventory  and  account of the property, effects and liabilities of such
corporation with a detailed statement of  its  transactions  during  the
twelve months next preceding the granting of such order.  On the hearing
of such application, the court may make an order requiring such invento-
ry,  account and statement to be filed, and proceed to take and state an

S. 5837                            18

account of the property and  liabilities  of  the  corporation,  or  may
appoint  a  referee  for  that purpose.   When such account is taken and
stated, after hearing all the parties to the application, the court  may
enter  a  final  order determining the amount of property so held by the
corporation, its annual income, whether any of the property or funds  of
the  corporation  have  been  misappropriated  or  diverted to any other
purpose than that for  which  such  corporation  was  incorporated,  and
whether such corporation has been engaged in any activity not covered by
its certificate of incorporation.  An appeal may be taken from the order
by  any  party aggrieved to the appellate division of the supreme court,
and to the court of appeals, as in a civil action.  No corporation shall
be required to make and file more than one inventory and account in  any
one  year, nor to make a second account and inventory, while proceedings
are pending for the statement of an account under this section.
  S 37. Section 115 of the not-for-profit corporation law, as  added  by
chapter 669 of the laws of 1977, is amended to read as follows:
S 115. Power to solicit contributions for charitable purposes.
  [No corporation having the power to solicit contributions for charita-
ble  purposes  may  solicit  contributions  for  any  purpose  for which
approval of such  solicitation  is  required  under  the  provisions  of
section four hundred four of this chapter unless the certificate specif-
ically  makes  provision  for such solicitation and the required written
approval is endorsed on or annexed to such  certificate  or  unless  the
corporation  is  among those referred to in section one hundred seventy-
two-a of the executive law. If such approval is  not  obtained  and  the
corporation  continues  to  solicit or to receive contributions for such
purpose or advertises that it has obtained such approval,  the]  (A)  NO
CORPORATION  REQUIRED  TO OBTAIN APPROVAL OR PROVIDE NOTICE OF FORMATION
PURSUANT TO SECTION 404 (APPROVALS, NOTICES AND CONSENTS) OF THIS  CHAP-
TER MAY SOLICIT CONTRIBUTIONS FOR ANY PURPOSE REQUIRING SUCH APPROVAL OR
NOTICE  UNLESS  AND  UNTIL  SUCH CORPORATION (1) OBTAINS AND SUBMITS ANY
APPROVAL OR NOTICE REQUIRED THEREUNDER, AND (2) IS  IN  COMPLIANCE  WITH
THE  REGISTRATION  AND  REPORTING REQUIREMENTS OF ARTICLE SEVEN-A OF THE
EXECUTIVE LAW AND SECTION 8-1.4 OF THE ESTATES, POWERS AND TRUSTS LAW.
  (B) THE attorney general[, at the  request  of  the  officer  or  body
authorized  to  grant  such  approval,  shall] MAY maintain an action or
proceeding pursuant to the provisions of subparagraph one  of  paragraph
(a)  of section one hundred twelve of this [chapter] ARTICLE AGAINST ANY
CORPORATION THAT SOLICITS CONTRIBUTIONS IN VIOLATION OF PARAGRAPH (A) OF
THIS SECTION.  Such an action may also be maintained in  relation  to  a
corporation  hereinafter  incorporated if the name, purposes, objects or
the activities of such corporation may,  in  any  manner,  lead  to  the
belief  that  the  corporation  possesses  or  may  exercise any of such
purposes.
  S 38. Section 201 of the not-for-profit corporation law, paragraph (b)
as amended by chapter 847 of the laws  of  1970  and  paragraph  (c)  as
amended  by  chapter  1058  of  the  laws of 1971, is amended to read as
follows:
S 201. Purposes.
  (a) A corporation, as defined in [subparagraph (5),] paragraph (a)  of
S  102  (Definitions),  may be formed under this chapter [as provided in
paragraph (b)] AS A CHARITABLE CORPORATION OR  A  NON-CHARITABLE  CORPO-
RATION  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.

S. 5837                            19

  (b)  [A  corporation,  of  a  type  and  for  a purpose or purposes as
follows, may be formed under this chapter,  provided  consents  required
under any other statute of this state have been obtained:
  Type  A  -]  A  CORPORATION FORMED UNDER THIS CHAPTER ON OR AFTER JULY
FIRST, TWO THOUSAND FOURTEEN SHALL EITHER BE A CHARITABLE CORPORATION OR
A NON-CHARITABLE CORPORATION. ANY CORPORATION FORMED FOR BOTH CHARITABLE
PURPOSES AND NON-CHARITABLE PURPOSES SHALL BE DEEMED A CHARITABLE CORPO-
RATION FOR PURPOSES OF THIS CHAPTER. A TYPE A not-for-profit corporation
[of this type may be formed  for  any  lawful  non-business  purpose  or
purposes including, but not limited to, any one or more of the following
non-pecuniary purposes:  civic, patriotic, political, social, fraternal,
athletic,  agricultural,  horticultural,  animal  husbandry,  and  for a
professional, commercial, industrial, trade or service association.
  Type B - A not-for-profit corporation of this type may be  formed  for
any  one  or  more  of  the following non-business purposes: charitable,
educational,  religious,  scientific,  literary,  cultural  or  for  the
prevention of cruelty to children or animals.
  Type  C  - A not-for-profit corporation of this type may be formed for
any lawful business purpose to achieve a lawful public  or  quasi-public
objective.
  Type D - A not-for-profit corporation of this type may be formed under
this  chapter  when  such formation is authorized by any other corporate
law of this state for any business  or  non-business,  or  pecuniary  or
non-pecuniary,  purpose or purposes specified by such other law, whether
such purpose or purposes are also within types A, B, C above  or  other-
wise.
  (c) If a corporation is formed for purposes which are within both type
A  and  type  B above, it is a type B corporation.  If a corporation has
among its purposes any purpose which is within type C, such  corporation
is  a  type  C  corporation.    A  type  D corporation is subject to all
provisions of this chapter which are applicable to a type B  corporation
under  this  chapter  unless provided to the contrary in, and subject to
the contrary provisions of, the other corporate law  authorizing  forma-
tion under this chapter of the type D corporation.] FORMED PRIOR TO JULY
FIRST,  TWO  THOUSAND  FOURTEEN  SHALL BE DEEMED A NON-CHARITABLE CORPO-
RATION UNDER THIS CHAPTER. ANY SUBMISSION OR FILING BY SUCH  CORPORATION
TO  ANY PERSON OR ENTITY SHALL BE DEEMED TO HAVE BEEN SUBMITTED OR FILED
BY A NON-CHARITABLE CORPORATION, AND ANY REFERENCE IN ANY SUCH FILING OR
SUBMISSION REFERRING TO THE STATUS OF  SUCH  CORPORATION  AS  A  TYPE  A
CORPORATION SHALL BE DEEMED TO REFER TO A NON-CHARITABLE CORPORATION.
  (C)  A  TYPE  B  OR  C NOT-FOR-PROFIT CORPORATION FORMED PRIOR TO JULY
FIRST, TWO THOUSAND FOURTEEN SHALL BE DEEMED  A  CHARITABLE  CORPORATION
FOR  ALL  PURPOSES  UNDER THIS CHAPTER. ANY SUBMISSION OR FILING BY SUCH
CORPORATION TO ANY PERSON OR ENTITY SHALL BE DEEMED TO HAVE BEEN SUBMIT-
TED OR FILED BY A CHARITABLE CORPORATION, AND ANY REFERENCE IN ANY  SUCH
FILING  OR  SUBMISSION  REFERRING TO THE STATUS OF SUCH CORPORATION AS A
TYPE B OR TYPE C CORPORATION SHALL BE DEEMED TO REFER  TO  A  CHARITABLE
CORPORATION.
  (D)  A  TYPE  D NOT-FOR-PROFIT CORPORATION FORMED PRIOR TO JULY FIRST,
TWO THOUSAND FOURTEEN FOR CHARITABLE PURPOSES 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 REFER-
ENCE  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 CHARI-
TABLE CORPORATION. ANY OTHER TYPE D NOT-FOR-PROFIT  CORPORATIONS  FORMED

S. 5837                            20

PRIOR  TO JULY FIRST, TWO THOUSAND FOURTEEN SHALL BE DEEMED A NON-CHARI-
TABLE CORPORATION. ANY SUBMISSION OR FILING BY SUCH CORPORATION  TO  ANY
PERSON  OR  ENTITY  SHALL BE DEEMED TO HAVE BEEN SUBMITTED OR FILED BY A
NON-CHARITABLE  CORPORATION,  AND  ANY  REFERENCE  IN ANY SUCH FILING OR
SUBMISSION REFERRING TO THE STATUS OF  SUCH  CORPORATION  AS  A  TYPE  D
CORPORATION SHALL BE DEEMED TO REFER TO A NON-CHARITABLE CORPORATION.
  S  39. Section 204 of the not-for-profit corporation law is amended to
read as follows:
S 204. Limitation on activities.
  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 its other lawful activities then
being conducted.
  S 40. Subparagraphs 2 and 3 of paragraph (a) of  section  301  of  the
not-for-profit corporation law, subparagraph 2 as amended by chapter 344
of the laws of 2004, are amended to read as follows:
  (2)  (A)  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 thirteen of this chapter,
as such names appear on the index of  names  of  existing  domestic  and
authorized  foreign corporations of any [type or] kind, including ficti-
tious names of authorized foreign corporations filed pursuant to article
thirteen of this chapter, in the department of state, division of corpo-
rations, or a name the right to which is reserved.
  (B) 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.
  (3)    Shall  not  contain  any word or phrase, or any abbreviation or
derivative thereof, the use of which  is  prohibited  or  restricted  by
section  404  (Approvals,  NOTICES and consents) or any other statute of
this state, unless  in  the  latter  case  the  restrictions  have  been
complied with.
  S  41.  Subparagraph 3 of paragraph (b) of section 302 of the not-for-
profit corporation law, as amended by chapter 847 of the laws  of  1970,
is amended to read as follows:

S. 5837                            21

  (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  42.  Paragraph (c) of section 303 of the not-for-profit corporation
law, as amended by chapter 590 of the laws of 1982, is amended  to  read
as follows:
  (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) for the application. The  secretary  of  state  may
require  the applicant to set forth in his application 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  certif-
icate  of reservation. The prohibitions, restrictions and qualifications
set forth in section 301 (Corporate name; general), section 302  (Corpo-
rate name; exceptions) and section 404 (Approvals, NOTICES and consents)
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 reser-
vation (or in lieu thereof an affidavit by the applicant or by his agent
or  attorney  that  the  certificate  of  reservation  has  been lost or
destroyed) shall accompany  the  certificate  of  incorporation  or  the
application  for authority when either is delivered to the department of
state.
  S 43. Section 304 of the not-for-profit corporation law, as amended by
chapter 168 of the laws of 1982, is amended to read as follows:
S 304. Statutory designation of secretary of state as agent of  domestic
         corporations  [formed  under  article four of this chapter] and
         authorized foreign corporations for service of process.
  (a) The secretary of state shall be the agent of every domestic corpo-
ration [formed under article four of this chapter] and every  authorized
foreign  corporation  upon  whom  process against the corporation may be
served.
  (b) Any designation by a domestic corporation  [formed  under  article
four  of  this chapter] or foreign corporation of the secretary of state
as such agent, which designation is in effect on the effective  date  of
this  chapter,  shall continue. Every domestic corporation [formed under
article four of  this  chapter]  or  foreign  corporation,  existing  or
authorized  on  the effective date of this chapter, which has not desig-
nated the secretary of state as such agent, shall be deemed to have done
so.
  (c) Any designation by a domestic corporation  [formed  under  article
four  of this chapter] or foreign corporation of an agent other than the

S. 5837                            22

secretary of state which is in effect on  the  effective  date  of  this
chapter shall continue in effect until changed or revoked as provided in
this chapter.
  (d) Any designated post-office address to which the secretary of state
shall mail a copy of process served upon him OR HER as agent of a domes-
tic  corporation  [formed under article four 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 44. Paragraph (a) of section 305 of the  not-for-profit  corporation
law,  as  amended by chapter 131 of the laws of 1985, is amended to read
as follows:
  (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.
  S  45.  Paragraphs  (b)  and  (c) of section 306 of the not-for-profit
corporation law, paragraph (b) as amended by chapter 168 of the laws  of
1982,  and  paragraph  (c) as amended by chapter 93 of the laws of 1984,
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
authorized foreign corporation shall be made by personally delivering to
and leaving with [him or his] THE deputy OF THE SECRETARY 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 statutory fee,  which
fee  shall be a taxable disbursement.  Service of process on such corpo-
ration 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  46.  The  not-for-profit corporation law is amended by adding a new
section 309 to read as follows:
S 309. PERSONAL JURISDICTION AND SERVICE OF PROCESS  ON  NON-DOMICILIARY
         RESIDENT DIRECTOR, OFFICER, KEY EMPLOYEE OR AGENT.
  A  PERSON, BY BECOMING A DIRECTOR, OFFICER, KEY EMPLOYEE OR AGENT OF A
CORPORATION IS SUBJECT TO THE PERSONAL JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK, AND IN AN ACTION OR PROCEEDING BY THE ATTORNEY
GENERAL UNDER THIS CHAPTER PROCESS MAY BE SERVED  UPON  SUCH  PERSON  AS
PROVIDED IN SECTION THREE HUNDRED THIRTEEN OF THE CIVIL PRACTICE LAW AND
RULES.
  S  47.  Subparagraphs  2  and 4 of paragraph (a) of section 402 of the
not-for-profit corporation law, subparagraph 2 as amended by chapter 847

S. 5837                            23

of the laws of 1970 and subparagraph 4 as amended by chapter 679 of  the
laws of 1985, are amended to read as follows:
  (2)  That  the corporation is a corporation as defined in subparagraph
(a) (5) of section 102 (Definitions)[;], the  purpose  or  purposes  for
which  it is formed, and [the type of] WHETHER IT IS A CHARITABLE corpo-
ration [it shall be] OR A NON-CHARITABLE CORPORATION under  section  201
(Purposes)[;  and in the case of a Type C corporation, the lawful public
or quasi-public objective which each  business  purpose  will  achieve].
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.
  (4)  [In the case of a Type A, Type B, or Type C corporation, the] THE
names and addresses of the initial directors. [In the case of a  Type  D
corporation,  the  names and addresses of the initial directors, if any,
may but need not be set forth.]
  S 48. The section heading and paragraph (d)  of  section  404  of  the
not-for-profit corporation law, the section heading and paragraph (d) as
amended  by chapter 139 of the laws of 1993, and paragraph (d) as relet-
tered by chapter 431 of the  laws  of  1993,  are  amended  to  read  as
follows:
Approvals, NOTICES and consents.
  (d)  Every  CORPORATION  WHOSE  certificate  of incorporation INCLUDES
AMONG ITS PURPOSES THE OPERATION OF A SCHOOL; A COLLEGE,  UNIVERSITY  OR
OTHER  ENTITY PROVIDING POST SECONDARY EDUCATION; A LIBRARY; OR A MUSEUM
OR HISTORICAL SOCIETY SHALL HAVE ENDORSED THEREON OR ANNEXED THERETO THE
APPROVAL OF THE COMMISSIONER OF EDUCATION.  ANY  OTHER  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 [have endorsed thereon or annexed thereto the
consent of the commissioner of education.] PROVIDE A CERTIFIED  COPY  OF
THE CERTIFICATE OF INCORPORATION TO THE COMMISSIONER OF EDUCATION WITHIN
THIRTY  BUSINESS  DAYS  AFTER THE CORPORATION RECEIVES CONFIRMATION FROM
THE DEPARTMENT OF STATE THAT  THE  CERTIFICATE  HAS  BEEN  ACCEPTED  FOR
FILING.
  S  49.  Paragraph (w) of section 404 of the not-for-profit corporation
law is REPEALED and a new paragraph (w) is added to read as follows:
  (W) A STATEMENT IN THE CERTIFICATE OF INCORPORATION OF  A  CORPORATION
THAT  THE  CORPORATION'S PURPOSES AND POWERS DO NOT INCLUDE ANY OF THOSE
DESCRIBED IN PARAGRAPHS (A) THROUGH (V) OF THIS SECTION SHALL BE  SUFFI-
CIENT  TO SATISFY THE APPROVAL AND NOTICE REQUIREMENTS CONTAINED IN THIS
SECTION PROVIDED SUCH STATEMENT IS ACCURATE AS OF THE DATE  THE  CERTIF-
ICATE OF INCORPORATION IS FILED.
  S  50.  Paragraph (d) of section 502 of the not-for-profit corporation
law is amended to read as follows:
  (d) A member's capital contribution shall be evidenced  by  a  capital
certificate which shall be non-transferable, except that the certificate
of  incorporation  of  a [Type A] NON-CHARITABLE corporation may provide
that its capital certificates, or some of them, may be  transferable  to
other  members  with the consent of the corporation upon specified terms
and conditions.
  S 51.  Paragraphs (b) and (c) of section  503  of  the  not-for-profit
corporation  law,  subparagraph  1 of paragraph (b) and paragraph (c) as
amended by chapter 847 of the laws of  1970,  are  amended  to  read  as
follows:

S. 5837                            24

  (b)  Each  capital  certificate  shall when issued state upon the face
thereof:
  (1)  [That  the  corporation is a Type ..... corporation under section
113 or section 402 of the New York Not-for-Profit Corporation Law.
  (2)] The name of the member to whom issued.
  [(3)] (2) The amount of the member's capital contribution evidenced by
such certificate.
  [(4)] (3) If appropriate, that the corporation is a [Type A] NON-CHAR-
ITABLE corporation, and that its certificate of  incorporation  provides
that  the  capital certificate is transferable to other members with the
consent of the corporation.
  [(c)] (4) The fact that the corporation  is  a  not-for-profit  corpo-
ration,  and  that  the  capital  certificate  is non-transferable or is
transferable to other members, with  the  consent  of  the  corporation,
shall  be  noted  conspicuously on the face or back of each such certif-
icate.
  S 52. Paragraph (b) of section 505 of the  not-for-profit  corporation
law,  subparagraph  1  as amended by chapter 847 of the laws of 1970, is
amended to read as follows:
  (b) Each subvention certificate shall when issued state upon the  face
thereof:
  (1)  [That  the  corporation is a Type ..... corporation under section
113 or section 402 of the New York Not-for-Profit Corporation Law.
  (2)] The name of the person or persons to whom issued.
  [(3)] (2) The amount of the subvention evidenced by such certificate.
  [(4)] (3) The amount of the periodic payment thereon, if any,  author-
ized by the resolution of the board.
  [(5)]  (4)  If  appropriate,  that the certificate is redeemable and a
summary of the conditions for redemption at the  option  of  the  corpo-
ration or of the holder.
  [(6)] (5) If appropriate, that the certificate is transferable, either
at will or subject to specified restrictions.
  S 53. Section 509 of the not-for-profit corporation law, as amended by
chapter 145 of the laws of 1991, is amended to read as follows:
S 509. Purchase, sale, mortgage and lease of real property.
  (A) No CORPORATION SHALL purchase [of] real property [shall be made by
a  corporation  and  no  corporation  shall sell, mortgage or lease real
property, unless authorized by the vote  of]  UNLESS  SUCH  PURCHASE  IS
AUTHORIZED  BY  THE VOTE OF A MAJORITY OF DIRECTORS OF THE BOARD OR OF A
MAJORITY OF A COMMITTEE AUTHORIZED BY THE BOARD, PROVIDED THAT  IF  SUCH
PROPERTY  WOULD, UPON PURCHASE THEREOF, CONSTITUTE ALL, OR SUBSTANTIALLY
ALL, OF THE ASSETS OF THE CORPORATION, THEN THE VOTE  OF  two-thirds  of
the entire board[, provided that if] SHALL BE REQUIRED, OR, IF there are
twenty-one or more directors, the vote of a majority of the entire board
shall be sufficient.
  (B)  NO CORPORATION SHALL SELL, MORTGAGE, LEASE, EXCHANGE OR OTHERWISE
DISPOSE OF ITS REAL PROPERTY UNLESS AUTHORIZED BY THE VOTE OF A MAJORITY
OF DIRECTORS OF THE BOARD OR OF A MAJORITY OF A COMMITTEE AUTHORIZED  BY
THE  BOARD;  PROVIDED THAT IF SUCH PROPERTY CONSTITUTES ALL, OR SUBSTAN-
TIALLY ALL,  OF  THE  ASSETS  OF  THE  CORPORATION,  THEN  THE  VOTE  OF
TWO-THIRDS  OF  THE BOARD SHALL BE REQUIRED, OR, IF THERE ARE TWENTY-ONE
OR MORE DIRECTORS, THE VOTE OF A MAJORITY OF THE ENTIRE BOARD  SHALL  BE
SUFFICIENT.
  (C)  IF  A CORPORATION AUTHORIZES A COMMITTEE TO ACT PURSUANT TO PARA-
GRAPHS (A) AND (B) OF THIS SECTION, THE COMMITTEE SHALL PROMPTLY  REPORT

S. 5837                            25

ANY ACTIONS TAKEN TO THE BOARD, AND IN NO EVENT AFTER THE NEXT REGULARLY
SCHEDULED MEETING OF THE BOARD.
  S  54.  Paragraph (a) of section 510 of the not-for-profit corporation
law, the opening paragraph as amended by chapter  961  of  the  laws  of
1972,  subparagraph  3 as amended by chapter 847 of the laws of 1970, is
amended to read as follows:
  (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 accord-
ance 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 subvention certif-
icates or bonds of the corporation, whether or not entitled to vote.  At
such  meeting by two-thirds vote as provided in paragraph (c) of section
613 (Vote of members) the members may approve the  proposed  transaction
according  to  the  terms of the resolution of the board, or may approve
such sale, lease, exchange or other disposition and  may  authorize  the
board to modify the terms and conditions thereof.
  (2)  If  there  are  no  members  entitled to vote thereon, such sale,
lease, exchange or other disposition shall be authorized by the vote  of
at  least  two-thirds  of  the  entire board, provided that if there are
twenty-one or more directors, the vote of a majority of the entire board
shall be sufficient.
  (3) If the corporation is, or would be if formed under  this  chapter,
classified  as a [Type B or Type C] CHARITABLE corporation under section
201[,] (Purposes) such sale, lease, exchange or other disposition  shall
in  addition  require  [leave]  APPROVAL  of the ATTORNEY GENERAL OR THE
supreme court in the judicial district or of the  county  court  of  the
county  in  which  the  corporation has its office or principal place of
carrying out the [puropses] PURPOSES for which it was formed IN  ACCORD-
ANCE  WITH  SECTION  511  (PETITION FOR COURT APPROVAL) OR SECTION 511-A
(PETITION FOR ATTORNEY GENERAL APPROVAL) OF THIS ARTICLE.
  S 55. The section heading and paragraph (a)  of  section  511  of  the
not-for-profit  corporation  law,  subparagraph  6  of  paragraph (a) as
amended by chapter 961 of the laws of  1972,  are  amended  to  read  as
follows:
Petition for [leave of] court APPROVAL.
  (a)  [A  corporation  required  by  law to] TO obtain [leave of] court
APPROVAL to sell,  lease,  exchange  or  otherwise  dispose  of  all  or
substantially  all  its  assets,  A CORPORATION shall present a verified
petition to the supreme court of the judicial district,  or  the  county
court of the county, wherein the corporation has its office or principal
place of carrying out the purposes for which it was formed. The petition
shall set forth:

S. 5837                            26

  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 places
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 accord-
ance 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  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] REQUEST for  [leave]  COURT  APPROVAL  to  sell,  lease,
exchange  or otherwise dispose of all or substantially all the assets of
the corporation as set forth in the petition.
  S 56. The not-for-profit corporation law is amended by  adding  a  new
section 511-a to read as follows:
S 511-A. PETITION FOR ATTORNEY GENERAL APPROVAL.
  (A)  IN  LIEU  OF OBTAINING COURT APPROVAL UNDER SECTION 511 (PETITION
FOR COURT APPROVAL) OF THIS ARTICLE TO SELL, LEASE, EXCHANGE  OR  OTHER-
WISE  DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, THE CORPORATION
MAY ALTERNATIVELY SEEK APPROVAL OF  THE  ATTORNEY  GENERAL  BY  VERIFIED
PETITION,  EXCEPT IN THE FOLLOWING CIRCUMSTANCES: (1) THE CORPORATION IS
INSOLVENT, OR WOULD BECOME INSOLVENT AS A RESULT OF THE TRANSACTION, AND
MUST PROCEED ON NOTICE TO CREDITORS PURSUANT TO PARAGRAPH (C) OF SECTION
511 OF THIS ARTICLE;  OR  (2)  THE  ATTORNEY  GENERAL,  IN  HIS  OR  HER
DISCRETION, CONCLUDES THAT A COURT SHOULD REVIEW THE PETITION AND MAKE A
DETERMINATION THEREON.
  (B)  THE VERIFIED PETITION TO THE ATTORNEY GENERAL SHALL SET FORTH (1)
ALL OF THE INFORMATION REQUIRED TO BE INCLUDED IN A VERIFIED PETITION TO
OBTAIN COURT APPROVAL PURSUANT TO  SUBPARAGRAPHS  ONE  THROUGH  NINE  OF
PARAGRAPH  (A)  OF SECTION 511 OF THIS ARTICLE; (2) A STATEMENT THAT THE
CORPORATION IS NOT INSOLVENT AND WILL NOT BECOME INSOLVENT AS  A  RESULT
OF  THE  TRANSACTION; AND (3) A STATEMENT AS TO WHETHER ANY PERSONS HAVE
RAISED, OR HAVE A REASONABLE BASIS TO RAISE,  OBJECTIONS  TO  THE  SALE,
LEASE,  EXCHANGE  OR  OTHER DISPOSITION THAT IS THE SUBJECT OF THE PETI-
TION, INCLUDING A STATEMENT SETTING FORTH THE  NAMES  AND  ADDRESSES  OF
SUCH  PERSONS,  THE NATURE OF THEIR INTEREST, AND A DESCRIPTION OF THEIR

S. 5837                            27

OBJECTIONS. THE ATTORNEY GENERAL, IN HIS OR HER DISCRETION,  MAY  DIRECT
THE  CORPORATION  TO  PROVIDE  NOTICE OF SUCH PETITION TO ANY INTERESTED
PERSON, AND THE CORPORATION SHALL PROVIDE THE ATTORNEY  GENERAL  WITH  A
CERTIFICATION THAT SUCH NOTICE HAS BEEN PROVIDED.
  (C)  IF  IT  SHALL APPEAR, TO THE SATISFACTION OF THE ATTORNEY GENERAL
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, THE  ATTORNEY  GENERAL
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 ATTORNEY
GENERAL MAY PRESCRIBE. THE AUTHORIZATION OF THE ATTORNEY  GENERAL  SHALL
DIRECT THE DISPOSITION OF THE CONSIDERATION TO BE RECEIVED THEREUNDER BY
THE CORPORATION.
  (D)  AT  ANY  TIME, INCLUDING IF THE ATTORNEY GENERAL DOES NOT APPROVE
THE PETITION, OR IF THE ATTORNEY GENERAL CONCLUDES THAT COURT REVIEW  IS
APPROPRIATE,  THE  PETITIONER  MAY  SEEK COURT APPROVAL ON NOTICE TO THE
ATTORNEY GENERAL PURSUANT TO SECTION 511 (PETITION FOR  COURT  APPROVAL)
OF THIS ARTICLE.
  S  57.  Paragraph (a) of section 513 of the not-for-profit corporation
law, as amended by chapter 690 of the laws of 1978, is amended  to  read
as follows:
  (a)  A corporation which is, or would be if formed under this chapter,
[classified as] a [Type B] CHARITABLE corporation shall hold full owner-
ship 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.  Any other corporation subject to this chapter may simi-
larly hold assets so received, unless otherwise provided by  law  or  in
the certificate of incorporation.
  S  58.  Paragraph (b) of section 515 of the not-for-profit corporation
law is amended to read as follows:
  (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.   NO PERSON WHO MAY BENEFIT
FROM SUCH COMPENSATION MAY BE PRESENT AT OR OTHERWISE PARTICIPATE IN ANY
BOARD OR COMMITTEE DELIBERATION OR VOTE CONCERNING SUCH PERSON'S COMPEN-
SATION; PROVIDED THAT NOTHING IN THIS SECTION SHALL PROHIBIT  THE  BOARD
OR  AUTHORIZED  COMMITTEE  FROM REQUESTING THAT A PERSON WHO MAY BENEFIT
FROM SUCH COMPENSATION PRESENT INFORMATION AS BACKGROUND OR ANSWER QUES-
TIONS AT A COMMITTEE OR BOARD  MEETING  PRIOR  TO  THE  COMMENCEMENT  OF
DELIBERATIONS OR VOTING RELATING THERETO.
  S 59. Section 520 of the not-for-profit corporation law, as amended by
chapter 58 of the laws of 1981, is amended to read  as follows:
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  [EPTL]  ARTICLE
SEVEN-A  OF  THE EXECUTIVE LAW, AND 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 fail-

S. 5837                            28

ure  of  a corporation to file a report as required by law shall consti-
tute a breach of the  directors'  duty  to  the  corporation  and  shall
subject  the  corporation,  at  the  suit of the attorney-general, to an
action  or special proceeding for dissolution under article 11 (Judicial
dissolution) in the case of a domestic corporation, or under [S] SECTION
1303 (Violations) in the case of a foreign corporation.
  S 60. Paragraph (f) of section 555 of the  not-for-profit  corporation
law,  as added by chapter 490 of the laws of 2010, is amended to read as
follows:
  (f) This [section] CHAPTER shall not  limit  the  application  of  the
[doctrine] DOCTRINES of cy pres AND DEVIATION.
  S  61.  Paragraph (a) of section 601 of the not-for-profit corporation
law, as amended by chapter 1058 of the laws of 1971, is amended to  read
as follows:
  (a)  A  corporation  shall have one or more classes of members, or, in
the case of a [Type B] CHARITABLE corporation, may have no  members,  in
which  case  any such provision for classes of members or for no members
shall be set forth in the certificate of incorporation or  the  by-laws.
Corporations,  joint-stock associations, unincorporated associations and
partnerships, as well as any other person  without  limitation,  may  be
members.
  S  62.  Paragraph (a) of section 605 of the not-for-profit corporation
law, as amended by chapter 1058 of the laws of 1971, is amended to  read
as follows:
  (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. A
copy of the notice of any meeting shall be given,  personally  [or],  by
mail,  OR BY FACSIMILE TELECOMMUNICATIONS OR BY ELECTRONIC MAIL, to each
member entitled to  vote  at  such  meeting.  If  the  notice  is  given
personally  [or], by first class mail OR BY FACSIMILE TELECOMMUNICATIONS
OR BY ELECTRONIC MAIL, it shall be given not less than ten nor more than
fifty days before the date of the meeting; if mailed by any other  class
of mail, it shall be given not less than thirty nor more than sixty days
before such date.  If mailed, such notice is given when deposited in the
United States mail, with postage thereon prepaid, directed to the member
at  his  address as it appears on the record of members, or, if he shall
have filed with the secretary of the corporation a written request  that
notices  to him be mailed to some other address, then directed to him at
such other address.  IF SENT BY FACSIMILE  TELECOMMUNICATION  OR  MAILED
ELECTRONICALLY,  SUCH  NOTICE IS GIVEN WHEN DIRECTED TO THE MEMBER'S FAX
NUMBER OR ELECTRONIC MAIL  ADDRESS  AS  IT  APPEARS  ON  THE  RECORD  OF
MEMBERS,  OR,  TO  SUCH  FAX  NUMBER OR OTHER ELECTRONIC MAIL ADDRESS AS
FILED WITH THE SECRETARY OF THE CORPORATION. NOTWITHSTANDING THE FOREGO-
ING, SUCH NOTICE SHALL NOT BE DEEMED TO HAVE BEEN  GIVEN  ELECTRONICALLY
(1)  IF  THE CORPORATION IS UNABLE TO DELIVER TWO CONSECUTIVE NOTICES TO
THE MEMBER BY FACSIMILE TELECOMMUNICATION OR ELECTRONIC MAIL; OR (2) THE
CORPORATION OTHERWISE BECOMES AWARE THAT NOTICE CANNOT BE  DELIVERED  TO
THE MEMBER BY FACSIMILE TELECOMMUNICATION OR ELECTRONIC MAIL. An affida-
vit  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  corporation  has  more  than  five

S. 5837                            29

hundred  members,  the  notice may be served by 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, PROVIDED
THAT THE CORPORATION SHALL ALSO PROMINENTLY POST NOTICE OF SUCH  MEETING
ON THE HOMEPAGE OF ANY WEBSITE MAINTAINED BY THE CORPORATION CONTINUOUS-
LY  FROM  THE  DATE  OF  PUBLICATION  THROUGH THE DATE OF THE MEETING. A
CORPORATION SHALL SEND NOTICE OF MEETINGS BY FIRST  CLASS  MAIL  TO  ANY
MEMBER  WHO  REQUESTS  IN WRITING THAT SUCH NOTICES BE DELIVERED BY SUCH
METHOD.
  S 63.  Section 606 of the not-for-profit corporation law is amended to
read as follows:
S 606. Waivers of notice.
  Notice of meeting need not be  given  to  any  member  who  submits  a
[signed]  waiver  of  notice,  in  person or by proxy, 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 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 BE SENT BY ELECTRONIC MAIL  AND  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 by him.
  S 64. Paragraphs (b) and (c) of  section  609  of  the  not-for-profit
corporation  law,  as  added  by  chapter  186  of the laws of 1999, are
amended to read as follows:
  (b) Without limiting the manner in which a member may authorize anoth-
er person or persons to act for him 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 for him 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  writing  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] PROVIDING SUCH  AUTHORIZATION  BY
electronic  [transmission]  MAIL to the person who will be the holder of
the proxy or to a proxy solicitation firm, proxy support service  organ-
ization  or  like  agent  duly authorized by the person [who will be the
holder of the proxy to receive such  transmission],  provided  that  any
such [telegram, cablegram or other means of] AUTHORIZATION BY electronic
[transmission] MAIL shall either set forth [or be submitted with] infor-
mation  from  which  it can be reasonably determined that the [telegram,
cablegram or other] AUTHORIZATION BY electronic [transmission] MAIL  was
authorized  by  the  member.  If  it is determined that such [telegrams,
cablegrams or other] AUTHORIZATION  BY  electronic  [transmissions  are]
MAIL IS valid, the inspectors or, if there are no inspectors, such other
persons making that determination shall specify the nature of the infor-
mation upon which they relied.

S. 5837                            30

  (c)  Any  copy,  facsimile telecommunication or other reliable reprod-
uction of the writing or [transmission] ELECTRONIC MAIL created pursuant
to paragraph (b) of this section may be substituted or used in  lieu  of
the  original writing or transmission for any and all purposes for which
the  original  writing or transmission could be used, provided that such
copy, facsimile telecommunication  or  other  reproduction  shall  be  a
complete reproduction of the entire original writing or transmission.
  S  65.  Paragraphs  (a)  and  (b) of section 614 of the not-for-profit
corporation law are amended to read as follows:
  (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]  UPON  THE  consent[, setting forth the action so taken, signed
by] OF all of the members entitled to vote thereon, WHICH CONSENT  SHALL
SET  FORTH THE ACTION SO TAKEN. SUCH CONSENT MAY BE WRITTEN OR ELECTRON-
IC. IF WRITTEN, THE CONSENT MUST  BE  EXECUTED  BY  THE  MEMBER  OR  THE
MEMBER'S AUTHORIZED OFFICER, DIRECTOR, EMPLOYEE OR AGENT BY SIGNING SUCH
CONSENT  OR  CAUSING  HIS  SIGNATURE TO BE AFFIXED TO SUCH WAIVER BY ANY
REASONABLE MEANS INCLUDING BUT NOT LIMITED TO  FACSIMILE  SIGNATURE.  IF
ELECTRONIC,  THE  TRANSMISSION OF THE CONSENT MUST BE SENT BY ELECTRONIC
MAIL AND SET FORTH, OR BE SUBMITTED WITH, INFORMATION FROM WHICH IT  CAN
REASONABLY  BE  DETERMINED  THAT  THE TRANSMISSION WAS AUTHORIZED BY THE
MEMBER.  This paragraph shall not be construed to alter  or  modify  any
provision  in  a certificate of incorporation not inconsistent with this
chapter under which the written consent of less than all of the  members
is sufficient for corporate action.
  (b)  Written  OR ELECTRONIC consent thus given by all members entitled
to vote shall have the same effect as a unanimous 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 [uanimous] UNANIMOUS written consent.
  S  66.  Paragraph (e) of section 621 of the not-for-profit corporation
law, as amended by chapter 847 of the laws of 1970, is amended  to  read
as follows:
  (e)  Upon  the  written  request  of  any person who shall have been a
member of record for at  least  six  months  immediately  preceding  his
request, 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 corporation shall [give or  mail]  PROVIDE  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.
  S 67. Paragraph (a) of section 702 of the  not-for-profit  corporation
law is amended to read as follows:
  (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 action
of the members or of the board under the specific provisions of a by-law
[adopted by the members] ALLOWING SUCH ACTION, OR BY ANY NUMBER WITHIN A
RANGE  SET FORTH IN THE BY-LAWS. If not otherwise fixed under this para-
graph, the number shall be three. [As  used  in  this  article,  "entire

S. 5837                            31

board"  means  the  total number of directors entitled to vote which the
corporation would have if there were no vacancies.]
  S  68.  Paragraphs  (b)  and  (c) of section 708 of the not-for-profit
corporation law, paragraph (b) as amended by chapter 92 of the  laws  of
1983  and  paragraph  (c) as amended by chapter 211 of the laws of 2007,
are amended to read as follows:
  (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.  SUCH CONSENT MAY BE WRITTEN OR ELEC-
TRONIC.  IF  WRITTEN,  THE  CONSENT  MUST BE EXECUTED BY THE DIRECTOR BY
SIGNING SUCH CONSENT OR CAUSING HIS OR HER SIGNATURE TO  BE  AFFIXED  TO
SUCH  CONSENT  BY  ANY  REASONABLE  MEANS INCLUDING, BUT NOT LIMITED TO,
FACSIMILE SIGNATURE. IF ELECTRONIC, THE TRANSMISSION OF THE CONSENT MUST
BE SENT BY ELECTRONIC MAIL AND SET FORTH, OR BE SUBMITTED WITH, INFORMA-
TION FROM WHICH IT CAN REASONABLY BE DETERMINED  THAT  THE  TRANSMISSION
WAS  AUTHORIZED BY THE DIRECTOR. 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 members of the board or  OF  any  committee
thereof  [may participate in] WHO IS NOT PHYSICALLY PRESENT AT a meeting
of [such] THE board or A committee MAY PARTICIPATE by means of a confer-
ence telephone or similar communications equipment [allowing all persons
participating in the meeting to hear each other at the same time] OR  BY
ELECTRONIC  VIDEO  SCREEN  COMMUNICATION.    Participation by such means
shall constitute presence in person at a meeting AS LONG AS ALL  PERSONS
PARTICIPATING  IN  THE  MEETING CAN HEAR EACH OTHER AT THE SAME TIME AND
EACH DIRECTOR CAN PARTICIPATE IN ALL MATTERS BEFORE THE  BOARD,  INCLUD-
ING,  WITHOUT  LIMITATION,  THE  ABILITY TO PROPOSE, OBJECT TO, AND VOTE
UPON A SPECIFIC ACTION TO BE TAKEN BY THE BOARD OR COMMITTEE.
  S 69. Paragraph (c) of section 711 of the  not-for-profit  corporation
law,  as  amended by chapter 847 of the laws of 1970, is amended to read
as follows:
  (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 protest-
ing, prior thereto or at its commencement, the lack of  notice  to  him.
SUCH  WAIVER  OF  NOTICE  MAY  BE WRITTEN OR ELECTRONIC. IF WRITTEN, THE
WAIVER MUST BE EXECUTED BY THE DIRECTOR 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 CONSENT MUST BE SENT BY ELECTRONIC MAIL AND SET
FORTH, OR BE SUBMITTED WITH, INFORMATION FROM WHICH IT CAN REASONABLY BE
DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED BY THE DIRECTOR.
  S 70. Paragraphs (a), (b) and (e) of section 712 of the not-for-profit
corporation law, paragraph (e) as amended by chapter 961 of the laws  of
1972, are amended to read as follows:
  (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
[standing]  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

S. 5837                            32

the  board, 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 [standing] committee,  who  may  replace  any  absent  member  or
members at any meeting of such committee.
  (e)  Committees,  other  than  [standing or special] committees of the
board, whether created by the board or by the members, shall be  commit-
tees  of  the  corporation.  Such  committees  OF THE CORPORATION may be
elected or appointed in the same manner as officers of the  corporation,
BUT  NO  SUCH  COMMITTEE  SHALL  HAVE  THE  AUTHORITY TO BIND THE BOARD.
Provisions of this chapter applicable to officers generally shall  apply
to  members of such committees. SUCH COMMITTEES OF THE CORPORATION SHALL
BE ELECTED OR APPOINTED IN THE MANNER SET FORTH IN THE  BY-LAWS,  OR  IF
NOT  SET  FORTH  IN  THE  BY-LAWS, IN THE SAME MANNER AS OFFICERS OF THE
CORPORATION.
  S 71. Paragraph (c) of section 712 of the  not-for-profit  corporation
law is REPEALED.
  S  72.  The  not-for-profit corporation law is amended by adding a new
section 712-a to read as follows:
S 712-A. AUDIT OVERSIGHT.
  (A) THE BOARD, OR A DESIGNATED AUDIT COMMITTEE OF THE BOARD  COMPRISED
SOLELY  OF INDEPENDENT DIRECTORS, OF ANY CORPORATION REQUIRED TO FILE AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S AUDIT REPORT WITH THE ATTORNEY
GENERAL PURSUANT TO SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B
OF THE EXECUTIVE LAW SHALL OVERSEE THE ACCOUNTING AND FINANCIAL  REPORT-
ING  PROCESSES  OF  THE  CORPORATION  AND THE AUDIT OF THE CORPORATION'S
FINANCIAL STATEMENTS. THE BOARD  OR  DESIGNATED  AUDIT  COMMITTEE  SHALL
ANNUALLY  RETAIN  OR  RENEW  THE  RETENTION OF AN INDEPENDENT AUDITOR TO
CONDUCT THE AUDIT AND, UPON COMPLETION THEREOF, REVIEW  THE  RESULTS  OF
THE  AUDIT  AND ANY RELATED MANAGEMENT LETTER WITH THE INDEPENDENT AUDI-
TOR.
  (B) THE BOARD, OR A DESIGNATED AUDIT COMMITTEE OF THE BOARD  COMPRISED
SOLELY  OF INDEPENDENT DIRECTORS, OF ANY CORPORATION REQUIRED TO FILE AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S AUDIT REPORT WITH THE ATTORNEY
GENERAL PURSUANT TO SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B
OF THE EXECUTIVE LAW AND THAT IN THE PRIOR FISCAL YEAR  HAD  OR  IN  THE
CURRENT  FISCAL YEAR REASONABLY EXPECTS TO HAVE ANNUAL REVENUE IN EXCESS
OF ONE MILLION DOLLARS SHALL, IN ADDITION TO THOSE DUTIES SET  FORTH  IN
PARAGRAPH (A) OF THIS SECTION:
  (1)  REVIEW WITH THE INDEPENDENT AUDITOR THE SCOPE AND PLANNING OF THE
AUDIT PRIOR TO THE AUDIT'S COMMENCEMENT;
  (2) UPON COMPLETION OF THE AUDIT, REVIEW AND DISCUSS  WITH  THE  INDE-
PENDENT  AUDITOR:  (A)  ANY  MATERIAL  RISKS  AND WEAKNESSES IN INTERNAL
CONTROLS IDENTIFIED BY THE AUDITOR; (B) ANY RESTRICTIONS ON THE SCOPE OF
THE AUDITOR'S ACTIVITIES OR ACCESS TO  REQUESTED  INFORMATION;  (C)  ANY
SIGNIFICANT  DISAGREEMENTS  BETWEEN  THE AUDITOR AND MANAGEMENT; AND (D)

S. 5837                            33

THE ADEQUACY OF THE CORPORATION'S  ACCOUNTING  AND  FINANCIAL  REPORTING
PROCESSES;
  (3)  ANNUALLY  CONSIDER  THE PERFORMANCE AND INDEPENDENCE OF THE INDE-
PENDENT AUDITOR; AND
  (4) IF THE DUTIES REQUIRED BY THIS SECTION ARE PERFORMED BY  AN  AUDIT
COMMITTEE, REPORT ON THE COMMITTEE'S ACTIVITIES TO THE BOARD.
  (C) THE BOARD OR DESIGNATED AUDIT COMMITTEE OF THE BOARD SHALL OVERSEE
THE  ADOPTION,  IMPLEMENTATION  OF,  AND COMPLIANCE WITH ANY CONFLICT OF
INTEREST POLICY OR WHISTLEBLOWER POLICY ADOPTED BY  THE  CORPORATION  IF
THIS  FUNCTION  IS  NOT  OTHERWISE PERFORMED BY ANOTHER COMMITTEE OF THE
BOARD COMPRISED SOLELY OF INDEPENDENT DIRECTORS.
  (D) IF A CORPORATION CONTROLS A GROUP OF CORPORATIONS,  THE  BOARD  OR
DESIGNATED  AUDIT  COMMITTEE OF THE BOARD OF THE CONTROLLING CORPORATION
MAY PERFORM THE DUTIES REQUIRED BY THIS SECTION FOR ONE OR MORE  OF  THE
CONTROLLED CORPORATIONS.
  (E) ONLY INDEPENDENT DIRECTORS MAY PARTICIPATE IN ANY BOARD OR COMMIT-
TEE  DELIBERATIONS  OR  VOTING  RELATING  TO  MATTERS  SET FORTH IN THIS
SECTION.
  (F) ANY CORPORATION THAT IS A STATE AUTHORITY OR A LOCAL AUTHORITY  AS
DEFINED  IN  SECTION  TWO  OF  THE  PUBLIC  AUTHORITIES LAW AND THAT HAS
COMPLIED SUBSTANTIALLY WITH SECTIONS TWENTY-EIGHT HUNDRED TWO AND  TWEN-
TY-EIGHT  HUNDRED  TWENTY-FOUR OF SUCH LAW SHALL BE DEEMED IN COMPLIANCE
WITH THIS SECTION.
  S 73. Paragraph (a) of section 713 of the  not-for-profit  corporation
law is amended, and a new paragraph (f) is added to read as follows:
  (a)  The board may elect or appoint a CHAIR OR president, OR BOTH, one
or more vice-presidents, 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 certificate of incorporation or the by-laws. Any two or
more offices may be held by the same person, except the offices of pres-
ident and secretary, or the offices corresponding thereto.
  (F) NO EMPLOYEE OF THE CORPORATION SHALL SERVE AS CHAIR OF  THE  BOARD
OR HOLD ANY OTHER TITLE WITH SIMILAR RESPONSIBILITIES.
  S  74.   Section 715 of the not-for-profit corporation law, as amended
by chapter 847 of the laws of 1970 and paragraph (f) as amended by chap-
ter 1057 of the laws of 1971, is amended to read as follows:
S 715. [Interested directors and officers] RELATED PARTY TRANSACTIONS.
  (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 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

S. 5837                            34

to  the  members  entitled to vote thereon, if any, and such contract or
transaction is authorized by vote of such members.
  (b)  If  such  good  faith  disclosure of the material facts as to the
director's or officer's interest in the contract or transaction  and  as
to  any  such common directorship, officership or financial interest, is
made to the directors or members, or known to the board or committee  or
members  authorizing  such contract or transaction, as provided in para-
graph (a), the contract or transaction may not be avoided by the  corpo-
ration  for the reasons set forth in paragraph (a). If there was no such
disclosure or knowledge, or if the vote of such interested  director  or
officer  was  necessary for the authorization of such contract or trans-
action at a meeting of the board or committee at which  it  was  author-
ized,  the  corporation 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 authorized 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)] NO CORPORATION SHALL ENTER INTO  ANY  RELATED  PARTY  TRANSACTION
UNLESS THE TRANSACTION IS DETERMINED BY THE BOARD TO BE FAIR, REASONABLE
AND  IN  THE  CORPORATION'S  BEST  INTEREST AT THE TIME OF SUCH DETERMI-
NATION. ANY DIRECTOR, OFFICER OR KEY EMPLOYEE WHO HAS AN INTEREST  IN  A
RELATED  PARTY TRANSACTION SHALL DISCLOSE IN GOOD FAITH TO THE BOARD, OR
AN AUTHORIZED COMMITTEE THEREOF,  THE  MATERIAL  FACTS  CONCERNING  SUCH
INTEREST.
  (B) WITH RESPECT TO ANY RELATED PARTY TRANSACTION INVOLVING A CHARITA-
BLE CORPORATION AND IN WHICH A RELATED PARTY HAS A SUBSTANTIAL FINANCIAL
INTEREST,  THE  BOARD  OF  SUCH  CORPORATION, OR AN AUTHORIZED COMMITTEE
THEREOF, SHALL:
  (1) PRIOR TO ENTERING INTO THE TRANSACTION, CONSIDER ALTERNATIVE TRAN-
SACTIONS TO THE EXTENT AVAILABLE;
  (2) APPROVE THE TRANSACTION BY NOT LESS THAN A MAJORITY  VOTE  OF  THE
DIRECTORS OR COMMITTEE MEMBERS PRESENT AT THE MEETING; AND
  (3)  CONTEMPORANEOUSLY  DOCUMENT IN WRITING THE BASIS FOR THE BOARD OR
AUTHORIZED COMMITTEE'S APPROVAL,  INCLUDING  ITS  CONSIDERATION  OF  ANY
ALTERNATIVE TRANSACTIONS.
  (C) The certificate of incorporation, BY-LAWS OR ANY POLICY ADOPTED BY
THE  BOARD may contain additional restrictions on [contracts or] RELATED
PARTY transactions [between a corporation and its directors or  officers
or  other  persons  and may] AND ADDITIONAL PROCEDURES NECESSARY FOR THE
REVIEW AND APPROVAL OF SUCH TRANSACTIONS, OR provide that [contracts  or
transactions] ANY TRANSACTION in violation of such restrictions shall be
void or voidable.
  [(e)]  (D)  Unless  otherwise  provided in the certificate of incorpo-
ration or the by-laws, the board shall have authority to fix the compen-
sation of directors for services in any capacity.
  [(f)] (E) The fixing of salaries of officers, if not done in or pursu-
ant to the by-laws, shall require the affirmative vote of a majority  of
the entire board unless a higher proportion is set by the certificate of
incorporation or by-laws.
  (F)  THE  ATTORNEY  GENERAL  MAY  BRING  AN  ACTION TO ENJOIN, VOID OR
RESCIND ANY RELATED PARTY TRANSACTION OR PROPOSED RELATED  PARTY  TRANS-
ACTION  THAT VIOLATES ANY LAW OR TO SEEK OTHER RELIEF, INCLUDING BUT NOT
LIMITED TO DAMAGES, RESTITUTION, AND THE REMOVAL OF DIRECTORS  OR  OFFI-
CERS, OR SEEK TO REQUIRE ANY PERSON OR ENTITY TO:

S. 5837                            35

  (1)  ACCOUNT  FOR ANY PROFITS MADE FROM SUCH TRANSACTION, AND PAY THEM
TO THE CORPORATION;
  (2) PAY THE CORPORATION THE VALUE OF THE USE OF ANY OF ITS PROPERTY OR
OTHER ASSETS USED IN SUCH TRANSACTION;
  (3)  RETURN OR REPLACE ANY PROPERTY OR OTHER ASSETS LOST TO THE CORPO-
RATION AS A RESULT OF SUCH TRANSACTION,  TOGETHER  WITH  ANY  INCOME  OR
APPRECIATION  LOST  TO THE CORPORATION BY REASON OF SUCH TRANSACTION, OR
ACCOUNT FOR ANY PROCEEDS OF SALE OF SUCH PROPERTY, AND PAY THE  PROCEEDS
TO THE CORPORATION TOGETHER WITH INTEREST AT THE LEGAL RATE; AND
  (4)  PAY, IN THE CASE OF WILLFUL AND INTENTIONAL CONDUCT, AN AMOUNT UP
TO DOUBLE THE AMOUNT OF ANY BENEFIT IMPROPERLY OBTAINED.
  (F) THE POWERS OF THE ATTORNEY GENERAL PROVIDED IN THIS SECTION ARE IN
ADDITION TO ALL OTHER POWERS THE ATTORNEY GENERAL MAY  HAVE  UNDER  THIS
CHAPTER OR ANY OTHER LAW.
  (G) NO RELATED PARTY MAY PARTICIPATE IN DELIBERATIONS OR VOTING RELAT-
ING  TO MATTERS SET FORTH IN THIS SECTION; PROVIDED THAT NOTHING IN THIS
SECTION SHALL PROHIBIT THE BOARD OR AUTHORIZED COMMITTEE FROM REQUESTING
THAT A RELATED PARTY PRESENT  INFORMATION  CONCERNING  A  RELATED  PARTY
TRANSACTION AT A BOARD OR COMMITTEE MEETING PRIOR TO THE COMMENCEMENT OF
DELIBERATIONS OR VOTING RELATING THERETO.
  S  75. The not-for-profit corporation law is amended by adding two new
sections 715-a and 715-b to read as follows:
S 715-A. CONFLICT OF INTEREST POLICY.
  (A) EXCEPT AS PROVIDED IN PARAGRAPH (D) OF THIS SECTION, EVERY  CORPO-
RATION  SHALL  ADOPT  A  CONFLICT  OF INTEREST POLICY TO ENSURE THAT ITS
DIRECTORS, OFFICERS AND KEY EMPLOYEES  ACT  IN  THE  CORPORATION'S  BEST
INTEREST  AND  COMPLY  WITH APPLICABLE LEGAL REQUIREMENTS, INCLUDING BUT
NOT LIMITED TO THE REQUIREMENTS  SET  FORTH  IN  SECTION  SEVEN  HUNDRED
FIFTEEN OF THIS ARTICLE.
  (B)  THE  CONFLICT OF INTEREST POLICY SHALL INCLUDE, AT A MINIMUM, THE
FOLLOWING PROVISIONS:
  (1) A DEFINITION OF THE CIRCUMSTANCES THAT CONSTITUTE  A  CONFLICT  OF
INTEREST;
  (2)  PROCEDURES  FOR  DISCLOSING  A  CONFLICT OF INTEREST TO THE AUDIT
COMMITTEE OR, IF THERE IS NO AUDIT COMMITTEE, TO THE BOARD;
  (3) A REQUIREMENT THAT THE PERSON WITH THE CONFLICT OF INTEREST NOT BE
PRESENT AT OR PARTICIPATE IN BOARD OR COMMITTEE DELIBERATION OR VOTE  ON
THE MATTER GIVING RISE TO SUCH CONFLICT;
  (4)  A PROHIBITION AGAINST ANY ATTEMPT BY THE PERSON WITH THE CONFLICT
TO INFLUENCE IMPROPERLY THE DELIBERATION OR VOTING ON THE MATTER  GIVING
RISE TO SUCH CONFLICT;
  (5) A REQUIREMENT THAT THE EXISTENCE AND RESOLUTION OF THE CONFLICT BE
DOCUMENTED IN THE CORPORATION'S RECORDS, INCLUDING IN THE MINUTES OF ANY
MEETING AT WHICH THE CONFLICT WAS DISCUSSED OR VOTED UPON; AND
  (6)  PROCEDURES  FOR  DISCLOSING,  ADDRESSING, AND DOCUMENTING RELATED
PARTY TRANSACTIONS IN ACCORDANCE WITH SECTION SEVEN HUNDRED  FIFTEEN  OF
THIS ARTICLE.
  (C)  THE  CONFLICT  OF INTEREST POLICY SHALL REQUIRE THAT PRIOR TO THE
INITIAL ELECTION OF ANY DIRECTOR, AND ANNUALLY THEREAFTER, SUCH DIRECTOR
SHALL COMPLETE, SIGN AND SUBMIT TO THE SECRETARY OF  THE  CORPORATION  A
WRITTEN  STATEMENT IDENTIFYING, TO THE BEST OF THE DIRECTOR'S KNOWLEDGE,
ANY ENTITY OF WHICH SUCH DIRECTOR  IS  AN  OFFICER,  DIRECTOR,  TRUSTEE,
MEMBER,  OWNER  (EITHER  AS A SOLE PROPRIETOR OR A PARTNER), OR EMPLOYEE
AND WITH WHICH THE CORPORATION HAS A RELATIONSHIP, AND  ANY  TRANSACTION
IN  WHICH  THE  CORPORATION  IS  A PARTICIPANT AND IN WHICH THE DIRECTOR
MIGHT HAVE A CONFLICTING INTEREST. THE POLICY SHALL  REQUIRE  THAT  EACH

S. 5837                            36

DIRECTOR  ANNUALLY  RESUBMIT  SUCH WRITTEN STATEMENT.  THE SECRETARY  OF
THE CORPORATION SHALL PROVIDE A COPY OF ALL COMPLETED STATEMENTS TO  THE
CHAIR  OF THE AUDIT COMMITTEE OR, IF THERE IS NO AUDIT COMMITTEE, TO THE
CHAIR OF THE BOARD.
  (D)  A CORPORATION THAT HAS ADOPTED AND POSSESSES A CONFLICT OF INTER-
EST POLICY PURSUANT TO FEDERAL, STATE OR LOCAL LAWS THAT IS SUBSTANTIAL-
LY CONSISTENT WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION SHALL
BE DEEMED IN COMPLIANCE WITH PROVISIONS OF THIS SECTION.   IN  ADDITION,
ANY  CORPORATION  THAT  IS  A  STATE  AUTHORITY  OR A LOCAL AUTHORITY AS
DEFINED IN SECTION TWO OF THE  PUBLIC  AUTHORITIES  LAW,  AND  THAT  HAS
COMPLIED SUBSTANTIALLY WITH SECTION TWENTY-EIGHT HUNDRED TWENTY-FOUR AND
SUBDIVISION  THREE  OF  SECTION TWENTY-EIGHT HUNDRED TWENTY-FIVE OF SUCH
LAW, SHALL BE DEEMED IN COMPLIANCE WITH THIS SECTION.
  (E) NOTHING IN THIS SECTION SHALL BE INTERPRETED TO REQUIRE  A  CORPO-
RATION  TO  ADOPT ANY SPECIFIC CONFLICT OF INTEREST POLICY NOT OTHERWISE
REQUIRED BY THIS SECTION OR ANY OTHER LAW OR RULE, OR  TO  SUPERSEDE  OR
LIMIT  ANY  REQUIREMENT OR DUTY GOVERNING CONFLICTS OF INTEREST REQUIRED
BY ANY OTHER LAW OR RULE.
S 715-B. WHISTLEBLOWER POLICY.
  (A) EXCEPT AS PROVIDED IN PARAGRAPH (C) OF THIS SECTION, EVERY  CORPO-
RATION  THAT  HAS  TWENTY OR MORE EMPLOYEES AND IN THE PRIOR FISCAL YEAR
HAD ANNUAL REVENUE IN EXCESS OF ONE MILLION DOLLARS SHALL ADOPT A WHIST-
LEBLOWER POLICY TO PROTECT FROM RETALIATION PERSONS WHO REPORT SUSPECTED
IMPROPER CONDUCT. SUCH POLICY SHALL PROVIDE THAT NO  DIRECTOR,  OFFICER,
EMPLOYEE  OR  VOLUNTEER  OF  A CORPORATION WHO IN GOOD FAITH REPORTS ANY
ACTION OR SUSPECTED ACTION TAKEN BY OR WITHIN THE  CORPORATION  THAT  IS
ILLEGAL,  FRAUDULENT OR IN VIOLATION OF ANY ADOPTED POLICY OF THE CORPO-
RATION SHALL SUFFER INTIMIDATION, HARASSMENT,  DISCRIMINATION  OR  OTHER
RETALIATION  OR,  IN  THE  CASE  OF EMPLOYEES, ADVERSE EMPLOYMENT CONSE-
QUENCE.
  (B) THE WHISTLEBLOWER POLICY SHALL INCLUDE THE FOLLOWING PROVISIONS:
  (1) PROCEDURES FOR THE REPORTING OF VIOLATIONS OR SUSPECTED VIOLATIONS
OF LAWS OR CORPORATE POLICIES, INCLUDING PROCEDURES FOR  PRESERVING  THE
CONFIDENTIALITY OF REPORTED INFORMATION;
  (2)  A REQUIREMENT THAT AN EMPLOYEE, OFFICER OR DIRECTOR OF THE CORPO-
RATION BE DESIGNATED TO  ADMINISTER  THE  WHISTLEBLOWER  POLICY  AND  TO
REPORT  TO  THE AUDIT COMMITTEE OR OTHER COMMITTEE OF INDEPENDENT DIREC-
TORS OR, IF THERE ARE NO SUCH COMMITTEES, TO THE BOARD; AND
  (3) A REQUIREMENT THAT A COPY OF THE  POLICY  BE  DISTRIBUTED  TO  ALL
DIRECTORS, OFFICERS, EMPLOYEES AND TO VOLUNTEERS WHO PROVIDE SUBSTANTIAL
SERVICES TO THE CORPORATION.
  (C) A CORPORATION THAT HAS ADOPTED AND POSSESSES A WHISTLEBLOWER POLI-
CY  PURSUANT  TO  FEDERAL,  STATE  OR  LOCAL  LAWS THAT IS SUBSTANTIALLY
CONSISTENT WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION SHALL BE
DEEMED IN COMPLIANCE WITH PROVISIONS OF THIS SECTION.  IN ADDITION,  ANY
CORPORATION  THAT  IS A STATE AUTHORITY AS DEFINED IN SECTION TWO OF THE
PUBLIC AUTHORITIES LAW, AND THAT HAS COMPLIED SUBSTANTIALLY WITH SECTION
TWENTY-EIGHT HUNDRED TWENTY-FOUR OF SUCH  LAW  AND  IS  SUBJECT  TO  THE
PROVISIONS  OF  SECTION  TWENTY-EIGHT  HUNDRED  FIFTY-SEVEN OF SUCH LAW,
SHALL BE DEEMED IN COMPLIANCE WITH THE PROVISIONS OF THIS SECTION.
  (D) NOTHING IN THIS SECTION SHALL BE INTERPRETED TO RELIEVE ANY CORPO-
RATION FROM ANY ADDITIONAL REQUIREMENTS IN RELATION TO INTERNAL  COMPLI-
ANCE,  RETALIATION,  OR  DOCUMENT RETENTION REQUIRED BY ANY OTHER LAW OR
RULE.
  S 76. Section 716 of the not-for-profit corporation law, as amended by
chapter 644 of the laws of 1971, is amended to read as follows:

S. 5837                            37

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
officers  are  directors  or  officers  or  hold a substantial financial
interest, except a loan by one [type B] CHARITABLE corporation to anoth-
er [type B] CHARITABLE corporation. 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 77. Section 718 of the not-for-profit corporation law, as amended by
chapter 992 of the laws of 1970, is amended to read as follows:
S 718. List of directors and officers.
  (a) If a member or creditor of a corporation,  in  person  or  by  his
attorney  or  agent,  or a representative of the district attorney or of
the secretary of state, the attorney general, or other  state  official,
makes a written demand on a corporation to inspect a current list of its
directors  and officers [and their residence 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.
  (b) Upon refusal by the corporation to make  a  current  list  of  its
directors  and  officers  [and  their residence 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  corpo-
ration  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  78.  The  section  heading  and paragraph (a) of section 720 of the
not-for-profit corporation law, the section heading as amended by  chap-
ter 1058 of the laws of 1971, are amended to read as follows:
Actions  [on  behalf of the corporation] AGAINST DIRECTORS, OFFICERS AND
         KEY EMPLOYEES.
  (a) An action may be brought against one or more directors [or], offi-
cers, OR KEY EMPLOYEES of a corporation to procure a  judgment  for  the
following relief:
  (1) To compel the defendant to account for his official conduct in the
following cases:
  (A)  The  neglect of, or failure to perform, or other violation of his
duties in the management and disposition of corporate  assets  committed
to his charge.
  (B)  The  acquisition by himself, transfer to others, loss or waste of
corporate assets due to any neglect of, or failure to perform, or  other
violation of his duties.
  (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.
  S 79. Paragraphs (a) and (c) of  section  722  of  the  not-for-profit
corporation  law,  as  amended  by  chapter 368 of the laws of 1987, are
amended to read as follows:

S. 5837                            38

  (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 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 enter-
prise, 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 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,
domestic  or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him 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 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 enter-
prise,  not  opposed  to,  the best interests of the corporation, 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  other-
wise  disposed  of,  or  (2) any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation,  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  jurisdiction,
determines  upon  application  that, in view of all the circumstances 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.
  S 80. Paragraph (a) of section 724 of the  not-for-profit  corporation
law,  as  amended by chapter 368 of the laws of 1987, is amended to read
as follows:
  (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 (Payment of indemnifica-
tion other than by court award), indemnification shall be awarded  by  a
court  to  the  extent  authorized  under section 722 (Authorization for
indemnification of directors and officers), and paragraph (a) of section
723 (PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD).  Application

S. 5837                            39

therefor  SHALL  BE  MADE  ON  NOTICE TO THE ATTORNEY GENERAL AND 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.
  S  81.  Subparagraph 3 of paragraph (a) of section 803 of the not-for-
profit corporation law, as amended by chapter 168 of the laws  of  1982,
is amended to read as follows:
  (3)  That  the corporation is a corporation as defined in subparagraph
(a) (5) of section 102 (Definitions)[; the type  of  corporation  it  is
under  section  201  (Purposes);  and  if  the  corporate  purposes  are
enlarged, limited or otherwise changed, the type of corporation it shall
thereafter be under section 201].
  S 82. The section heading and paragraph (a)  of  section  804  of  the
not-for-profit corporation law, as amended by chapter 139 of the laws of
1993, and subparagraph (i) of paragraph (a) as amended by chapter 198 of
the laws of 2010, are amended to read as follows:
  Approvals, NOTICES and effect.
  (a) (i) A certificate of amendment shall not be filed if the amendment
adds,  changes or eliminates a purpose, power or provision the inclusion
of which in a certificate of incorporation requires consent or  approval
of a governmental body or officer or any other person or body, or if the
amendment  changes the name of a corporation whose certificate of incor-
poration had such consent or approval endorsed thereon or annexed there-
to, unless such consent or approval is no longer required or is endorsed
on or annexed to the certificate of amendment.  A CERTIFICATE OF  AMEND-
MENT  ADDING,  CHANGING OR ELIMINATING A PURPOSE, POWER OR PROVISION THE
INCLUSION OF WHICH IN A CERTIFICATE OF INCORPORATION REQUIRES THE INCOR-
PORATOR TO SEND SUCH CERTIFICATE TO A GOVERNMENTAL BODY  OR  OFFICER  OR
ANY  OTHER  PERSON  OR  BODY,  OR IF THE AMENDMENT CHANGES THE NAME OF A
CORPORATION WHOSE CERTIFICATE OF INCORPORATION WAS REQUIRED TO BE DELIV-
ERED BY THE INCORPORATOR TO A GOVERNMENTAL BODY OR OFFICER OR ANY  OTHER
PERSON  OR  BODY,  SHALL BE DELIVERED BY THE PERSON OR ENTITY FILING THE
CERTIFICATE OF AMENDMENT WITHIN THIRTY BUSINESS DAYS  AFTER  THE  CORPO-
RATION  RECEIVES  CONFIRMATION  FROM  THE  DEPARTMENT  OF STATE THAT THE
CERTIFICATE HAS BEEN ACCEPTED FOR FILING.
  (ii) Every certificate of amendment of a CHARITABLE corporation [clas-
sified as type B or type C under section 201 (Purposes)] which seeks  to
change  or  eliminate a purpose or power enumerated in the corporation's
certificate of incorporation, or to add a power or purpose  not  enumer-
ated  therein,  shall  have  endorsed  thereon  or  annexed  thereto the
approval of EITHER (A) THE ATTORNEY GENERAL, OR (B)  a  justice  of  the
supreme court of the judicial district in which the office of the corpo-
ration is located. [Ten days' written notice of the application for such
approval  shall be given to the attorney-general] AT ANY TIME, INCLUDING
IF THE ATTORNEY GENERAL DOES NOT  APPROVE  A  CERTIFICATE  OF  AMENDMENT
SUBMITTED  PURSUANT TO CLAUSE (A) OF THIS SUBPARAGRAPH, OR IF THE ATTOR-
NEY GENERAL CONCLUDES THAT COURT REVIEW IS APPROPRIATE, THE  CORPORATION
MAY  APPLY  FOR  APPROVAL  OF  THE AMENDMENT TO A JUSTICE OF THE SUPREME
COURT OF THE JUDICIAL DISTRICT IN WHICH THE OFFICE OF THE CORPORATION IS
LOCATED.  ANY APPLICATION FOR APPROVAL OF A CERTIFICATE OF AMENDMENT  BY

S. 5837                            40

THE SUPREME COURT PURSUANT TO THIS PARAGRAPH SHALL BE ON TEN DAYS' WRIT-
TEN NOTICE TO THE ATTORNEY GENERAL.
  S  83. Section 907 of the not-for-profit corporation law is amended to
read as follows:
S 907. Approval by the supreme court OR ATTORNEY GENERAL.
  [(a)] Where any constituent corporation  or  the  consolidated  corpo-
ration is, or would be if formed under this chapter, a [Type B or a Type
C]  CHARITABLE corporation under section 201 (Purposes) of this chapter,
no certificate shall be filed pursuant to section  904  (Certificate  of
merger  or  consolidation;  contents)  or section 906 (Merger or consol-
idation of domestic and foreign  corporations)  until  (A)  THE  SUPREME
COURT HAS GRANTED an order approving the plan of merger or consolidation
and  authorizing  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  all  the
constituent  corporations  jointly  and shall set forth by affidavit (1)
the plan of merger  or  consolidation,  (2)  the  approval  required  by
section  903  (Approval of plan) or paragraph (b) of section 906 (Merger
or consolidation of domestic and foreign corporations) for each constit-
uent corporation, (3) the objects and purposes of each such  corporation
to  be  promoted  by the consolidation, (4) a statement of all property,
and the manner in which it is held, and of all liabilities  and  of  the
amount  and  sources  of the annual income of each such corporation, (5)
whether any votes against adoption of the resolution approving the  plan
of  merger or consolidation were cast at the meeting at which the resol-
ution as adopted by each constituent corporation, and (6) facts  showing
that  the  consolidation  is authorized by the laws of the jurisdictions
under which each of the constituent corporations is incorporated]  907-A
(APPLICATION  FOR  APPROVAL OF THE SUPREME COURT) OF THIS ARTICLE OR (B)
THE ATTORNEY GENERAL HAS APPROVED THE PLAN OF  MERGER  OR  CONSOLIDATION
AND  AUTHORIZED  THE  FILING  OF THE CERTIFICATE, AS PROVIDED IN SECTION
907-B (APPLICATION  FOR  APPROVAL  OF  THE  ATTORNEY  GENERAL)  OF  THIS
ARTICLE.
  [(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 may  be  interested,  including  the  attorney  general,  any
governmental  body or officer and any other person or body whose consent
or approval is required by section 909 (Consent to filing), in such form
and manner as the court may prescribe. If no votes against  adoption  of
the  resolution  approving the plan of merger or consolidation were cast
at the meeting at which the resolution was adopted  by  any  constituent
corporation  the  court  may  dispense  with notice to anyone except the
attorney-general, any governmental body or officer and any other  person
or body whose consent or approval is required by section 909 (Consent to
filing).  Any person interested may appear and show cause why the appli-
cation should not be granted.
  (c) If the court shall find that any of  the  assets  of  any  of  the
constituent  corporations  are held for a purpose specified as Type B in
paragraph (b) of section 201 or are legally required to be  used  for  a
particular  purpose, but not upon a condition requiring return, transfer
or conveyance by reason of the merger or consolidation, the  court  may,
in its discretion, direct that such assets be transferred or conveyed to

S. 5837                            41

the  surviving  or  consolidated  corporation subject to such purpose or
use, or that such assets be transferred or conveyed to the surviving  or
consolidated  corporation  or  to  one or more other domestic or foreign
corporations  or  organizations  engaged in substantially similar activ-
ities, upon an express trust the terms of which shall be approved by the
court.
  (d) If the court shall  find  that  the  interests  of  non-consenting
members are or may be substantially prejudiced by the proposed merger or
consolidation, the court may disapprove the plan or may direct a modifi-
cation  thereof. In the event of a modification, if the court shall find
that the interests of any members may be substantially prejudiced by the
proposed merger or consolidation as modified,  the  court  shall  direct
that  the  modified  plan  be  submitted  to  vote of the members of the
constituent corporations, or if the court shall find that there  is  not
such  substantial  prejudice, it shall approve the agreement as so modi-
fied without further approval by the members. If the court, upon direct-
ing a modification of the plan of merger or consolidation, shall  direct
that  a  further  approval  be  obtained from members of the constituent
corporations or any of them, such further approval shall be obtained  in
the manner specified in section 903 (Approval of plan) or section 906(b)
(Merger  or  consolidation of domestic and foreign corporations) of this
chapter.
  (e) If it shall appear, to the satisfaction of  the  court,  that  the
provisions  of this section have been complied with, and that the inter-
ests of the constituent corporations and the public interest will not be
adversely affected by the merger or consolidation, it shall approve  the
merger  or  consolidation  upon  such  terms  and  conditions  as it may
prescribe.]
  S 84. The not-for-profit corporation law is amended by  adding  a  new
section 907-a to read as follows:
S 907-A. APPLICATION FOR APPROVAL OF THE SUPREME COURT.
  (A)  APPLICATION FOR AN ORDER APPROVING THE PLAN OF MERGER AND AUTHOR-
IZING THE FILING OF THE CERTIFICATE MAY BE MADE IN THE JUDICIAL DISTRICT
IN WHICH THE PRINCIPAL OFFICE OF THE SURVIVING  OR  CONSOLIDATED  CORPO-
RATION  IS  TO BE LOCATED, OR IN WHICH THE OFFICE OF ONE OF THE DOMESTIC
CONSTITUENT CORPORATIONS IS LOCATED. THE APPLICATION SHALL  BE  MADE  BY
ALL  THE CONSTITUENT CORPORATIONS JOINTLY AND SHALL SET FORTH BY AFFIDA-
VIT: (1) THE PLAN OF MERGER OR CONSOLIDATION, (2) THE APPROVAL  REQUIRED
BY SECTION 903 (APPROVAL OF PLAN) OR PARAGRAPH (B) OF SECTION 906 (MERG-
ER  OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS) OF THIS ARTI-
CLE FOR EACH CONSTITUENT CORPORATION, (3) THE OBJECTS  AND  PURPOSES  OF
EACH SUCH CORPORATION TO BE PROMOTED BY THE MERGER OR CONSOLIDATION, (4)
A  STATEMENT OF ALL PROPERTY, AND THE MANNER IN WHICH IT IS HELD, AND OF
ALL LIABILITIES AND OF THE AMOUNT AND SOURCES OF THE  ANNUAL  INCOME  OF
EACH  SUCH  CORPORATION,  (5)  WHETHER ANY VOTES AGAINST ADOPTION OF THE
RESOLUTION APPROVING THE PLAN OF MERGER OR CONSOLIDATION  WERE  CAST  AT
THE  MEETING  AT  WHICH  THE  RESOLUTION WAS ADOPTED BY EACH CONSTITUENT
CORPORATION, AND (6) FACTS SHOWING THAT THE CONSOLIDATION IS  AUTHORIZED
BY  THE  LAWS  OF  THE JURISDICTIONS UNDER WHICH EACH OF THE CONSTITUENT
CORPORATIONS IS INCORPORATED.
  (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 MAY  BE  INTERESTED,  INCLUDING  THE  ATTORNEY  GENERAL,  ANY
GOVERNMENTAL  BODY OR OFFICER AND ANY OTHER PERSON OR BODY WHOSE CONSENT
OR APPROVAL IS REQUIRED BY SECTION 909 (CONSENT TO FILING) OF THIS ARTI-
CLE, IN SUCH FORM AND MANNER AS THE COURT MAY  PRESCRIBE.  IF  NO  VOTES

S. 5837                            42

AGAINST  ADOPTION  OF  THE  RESOLUTION  APPROVING  THE PLAN OF MERGER OR
CONSOLIDATION WERE CAST AT THE  MEETING  AT  WHICH  THE  RESOLUTION  WAS
ADOPTED  BY  ANY  CONSTITUENT  CORPORATION  THE  COURT MAY DISPENSE WITH
NOTICE  TO  ANYONE EXCEPT THE ATTORNEY-GENERAL, ANY GOVERNMENTAL BODY OR
OFFICER AND ANY OTHER PERSON  OR  BODY  WHOSE  CONSENT  OR  APPROVAL  IS
REQUIRED  BY SECTION 909 (CONSENT TO FILING) OF THIS ARTICLE. ANY PERSON
INTERESTED MAY APPEAR AND SHOW CAUSE WHY THE APPLICATION SHOULD  NOT  BE
GRANTED.
  (C)  IF  THE  COURT  SHALL  FIND  THAT ANY OF THE ASSETS OF ANY OF THE
CONSTITUENT CORPORATIONS ARE HELD FOR A CHARITABLE PURPOSE OR ARE LEGAL-
LY REQUIRED TO BE USED FOR A PARTICULAR PURPOSE, BUT NOT UPON  A  CONDI-
TION REQUIRING RETURN, TRANSFER OR CONVEYANCE BY REASON OF THE MERGER OR
CONSOLIDATION, THE COURT MAY, IN ITS DISCRETION, DIRECT THAT SUCH ASSETS
BE  TRANSFERRED OR CONVEYED TO THE SURVIVING OR CONSOLIDATED CORPORATION
SUBJECT TO SUCH PURPOSE OR USE, OR THAT SUCH ASSETS  BE  TRANSFERRED  OR
CONVEYED  TO THE SURVIVING OR CONSOLIDATED CORPORATION OR TO ONE OR MORE
OTHER DOMESTIC OR  FOREIGN  CORPORATIONS  OR  ORGANIZATIONS  ENGAGED  IN
SUBSTANTIALLY  SIMILAR  ACTIVITIES,  UPON  AN EXPRESS TRUST THE TERMS OF
WHICH SHALL BE APPROVED BY THE COURT.
  (D) IF THE COURT SHALL  FIND  THAT  THE  INTERESTS  OF  NON-CONSENTING
MEMBERS ARE OR MAY BE SUBSTANTIALLY PREJUDICED BY THE PROPOSED MERGER OR
CONSOLIDATION, THE COURT MAY DISAPPROVE THE PLAN OR MAY DIRECT A MODIFI-
CATION  THEREOF. IN THE EVENT OF A MODIFICATION, IF THE COURT SHALL FIND
THAT THE INTERESTS OF ANY MEMBERS MAY BE SUBSTANTIALLY PREJUDICED BY THE
PROPOSED MERGER OR CONSOLIDATION AS MODIFIED,  THE  COURT  SHALL  DIRECT
THAT  THE  MODIFIED  PLAN  BE  SUBMITTED  TO  VOTE OF THE MEMBERS OF THE
CONSTITUENT CORPORATIONS, OR IF THE COURT SHALL FIND THAT THERE  IS  NOT
SUCH  SUBSTANTIAL  PREJUDICE, IT SHALL APPROVE THE AGREEMENT AS SO MODI-
FIED WITHOUT FURTHER APPROVAL BY THE MEMBERS. IF THE COURT, UPON DIRECT-
ING A MODIFICATION OF THE PLAN OF MERGER OR CONSOLIDATION, SHALL  DIRECT
THAT  A  FURTHER  APPROVAL  BE  OBTAINED FROM MEMBERS OF THE CONSTITUENT
CORPORATIONS OR ANY OF THEM, SUCH FURTHER APPROVAL SHALL BE OBTAINED  IN
THE  MANNER SPECIFIED IN SECTION 903 (APPROVAL OF PLAN) OR PARAGRAPH (B)
OF SECTION 906 (MERGER OR CONSOLIDATION OF DOMESTIC AND  FOREIGN  CORPO-
RATIONS) OF THIS ARTICLE.
  (E)  IF  IT  SHALL  APPEAR, TO THE SATISFACTION OF THE COURT, THAT THE
PROVISIONS OF THIS SECTION HAVE BEEN COMPLIED WITH, AND THAT THE  INTER-
ESTS OF THE CONSTITUENT CORPORATIONS AND THE PUBLIC INTEREST WILL NOT BE
ADVERSELY  AFFECTED BY THE MERGER OR CONSOLIDATION, IT SHALL APPROVE THE
MERGER OR CONSOLIDATION  UPON  SUCH  TERMS  AND  CONDITIONS  AS  IT  MAY
PRESCRIBE.
  (F) A CERTIFIED COPY OF SUCH ORDER SHALL BE ANNEXED TO THE CERTIFICATE
OF MERGER OR CONSOLIDATION.
  S  85.  The  not-for-profit corporation law is amended by adding a new
section 907-b to read as follows:
S 907-B. APPLICATION FOR APPROVAL OF THE ATTORNEY GENERAL.
  (A) IN LIEU OF OBTAINING AN ORDER APPROVING  THE  PLAN  OF  MERGER  OR
CONSOLIDATION  AND AUTHORIZING THE FILING OF THE CERTIFICATE, THE CORPO-
RATION MAY ALTERNATIVELY MAKE AN APPLICATION TO THE ATTORNEY GENERAL FOR
APPROVAL, EXCEPT WHERE THE ATTORNEY GENERAL, IN HIS OR  HER  DISCRETION,
CONCLUDES THAT A COURT SHOULD REVIEW THE APPLICATION AND MAKE A DETERMI-
NATION THEREON.
  (B)  THE  APPLICATION TO THE ATTORNEY GENERAL SHALL BE MADE BY ALL THE
CONSTITUENT CORPORATIONS JOINTLY AND SHALL SET FORTH BY  AFFIDAVIT:  (I)
ALL  OF  THE  INFORMATION  REQUIRED  TO BE INCLUDED IN AN APPLICATION TO
OBTAIN  COURT  APPROVAL  PURSUANT  TO  SECTION  907-A  (APPLICATION  FOR

S. 5837                            43

APPROVAL  OF  THE  SUPREME COURT) OF THIS ARTICLE, (II) ALL CONSENTS AND
APPROVALS REQUIRED BY SECTION 909  (CONSENT  TO  FILING),  AND  (III)  A
STATEMENT  AS  TO  WHETHER ANY PERSONS HAVE RAISED, OR HAVE A REASONABLE
BASIS  TO  RAISE,  OBJECTIONS TO THE MERGER OR CONSOLIDATION THAT IS THE
SUBJECT OF THE APPLICATION, INCLUDING  A  STATEMENT  SETTING  FORTH  THE
NAMES AND ADDRESSES OF SUCH PERSONS, THE NATURE OF THEIR INTEREST, AND A
DESCRIPTION OF THEIR OBJECTIONS.
  (C)  UPON  THE FILING OF THE APPLICATION, THE ATTORNEY GENERAL, IN HIS
OR HER DISCRETION, MAY DIRECT THAT THE CONSTITUENT CORPORATIONS  PROVIDE
NOTICE  TO SUCH PERSONS AS MAY BE INTERESTED, INCLUDING ANY GOVERNMENTAL
BODY OR OFFICER AND ANY OTHER PERSON OR BODY THAT IS REQUIRED EITHER  TO
GIVE  CONSENT  OR  BE NOTIFIED UNDER SECTION 404 (APPROVALS, NOTICES AND
CONSENTS) OF THIS ARTICLE OR 909 (CONSENT TO FILING)  OF  THIS  ARTICLE.
THE  CONSTITUENT  CORPORATIONS SHALL PROVIDE THE ATTORNEY GENERAL WITH A
CERTIFICATION THAT SUCH NOTICE HAS BEEN PROVIDED.
  (D) IF ANY ASSETS OF ANY OF THE CONSTITUENT CORPORATIONS ARE HELD  FOR
A  CHARITABLE  PURPOSE OR ARE ASSETS RECEIVED FOR A SPECIFIC PURPOSE AND
LEGALLY REQUIRED TO BE USED FOR A PARTICULAR PURPOSE,  BUT  NOT  UPON  A
CONDITION  REQUIRING  RETURN,  TRANSFER  OR  CONVEYANCE BY REASON OF THE
MERGER OR CONSOLIDATION,  THE  ATTORNEY  GENERAL  MAY,  IN  HIS  OR  HER
DISCRETION,  DIRECT  THAT  SUCH ASSETS BE TRANSFERRED OR CONVEYED TO THE
SURVIVING OR CONSOLIDATED CORPORATION SUBJECT TO SUCH PURPOSE OR USE.
  (E) IF THE ATTORNEY GENERAL SHALL FIND THAT THE INTERESTS OF  NON-CON-
SENTING  MEMBERS  ARE OR MAY BE SUBSTANTIALLY PREJUDICED BY THE PROPOSED
MERGER OR CONSOLIDATION, THE ATTORNEY  GENERAL  MAY  DISAPPROVE  OF  THE
APPLICATION  OR MAY CONDITION APPROVAL OF THE APPLICATION UPON MODIFICA-
TION OF THE PLAN OF MERGER OR  CONSOLIDATION  IN  ACCORDANCE  WITH  THIS
CHAPTER AND ANY OTHER LAW OR RULE.
  (F)  IF  IT SHALL APPEAR, TO THE SATISFACTION OF THE ATTORNEY GENERAL,
THAT THE PROVISIONS OF THIS SECTION HAVE BEEN COMPLIED  WITH,  AND  THAT
THE  INTERESTS  OF  THE CONSTITUENT CORPORATIONS AND THE PUBLIC INTEREST
WILL NOT BE ADVERSELY AFFECTED  BY  THE  MERGER  OR  CONSOLIDATION,  THE
ATTORNEY  GENERAL  SHALL  APPROVE  THE MERGER OR CONSOLIDATION UPON SUCH
TERMS AND CONDITIONS AS IT MAY PRESCRIBE.
  (G) THE APPROVAL OF THE ATTORNEY  GENERAL  SHALL  BE  ANNEXED  TO  THE
CERTIFICATE OF MERGER OR CONSOLIDATION.
  (H)  AT  ANY  TIME, INCLUDING IF THE ATTORNEY GENERAL DOES NOT APPROVE
THE APPLICATION, OR IF THE ATTORNEY GENERAL CONCLUDES THAT COURT  REVIEW
IS  APPROPRIATE, THE CONSTITUENT CORPORATIONS MAY SEEK COURT APPROVAL ON
NOTICE TO THE ATTORNEY GENERAL PURSUANT TO  SECTION  907-A  (APPLICATION
FOR APPROVAL OF THE SUPREME COURT) OF THIS ARTICLE.
  S  86.  Paragraph (a) of section 908 of the not-for-profit corporation
law is amended to read as follows:
  (a) One or more domestic or foreign corporations which is, or would be
if formed under this  chapter,  a  NON-CHARITABLE  CORPORATION,  OR  ANY
CORPORATION  FORMED  AS  A type A [or type C] corporation [under section
201 (Purposes)] PRIOR TO JULY  FIRST,  TWO  THOUSAND  FOURTEEN,  may  be
merged  or consolidated into a domestic 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  consol-
idation,  any reference in paragraph (b) of section 901 (POWER OF MERGER
OR CONSOLIDATION) of this article or paragraph (b) of section 901 (POWER
OF MERGER OR CONSOLIDATION) of the business corporation law to a  corpo-

S. 5837                            44

ration shall, unless the context otherwise requires, include both domes-
tic and foreign corporations.
  S 87. Section 909 of the not-for-profit corporation law, as amended by
section  6  of  part  D of chapter 58 of the laws of 2006, is amended to
read as follows:
S 909. Consent to filing; NOTICES.
  (A) If the purposes of any  constituent  or  consolidated  corporation
would  require the approval or consent of any governmental body or offi-
cer or any other person or body under section  404  (Approvals,  NOTICES
and  consents) OF THIS CHAPTER no certificate of merger or consolidation
shall be filed pursuant to this article unless 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 merger 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.
  (B)  IF  THE  PURPOSES  OF ANY CONSTITUENT OR CONSOLIDATED CORPORATION
WOULD REQUIRE THE CERTIFICATE OF INCORPORATION OR ANY OTHER NOTICE TO BE
DELIVERED TO ANY PERSON OR ENTITY UNDER SECTION 404 (APPROVALS,  NOTICES
AND  CONSENTS)  OF  THIS  CHAPTER, THE CORPORATION SHALL PROVIDE TO SUCH
PERSON OR ENTITY A CERTIFIED COPY OF THE  CERTIFICATE  OF  INCORPORATION
WITHIN  THIRTY DAYS AFTER THE CORPORATION RECEIVES CONFIRMATION FROM THE
DEPARTMENT OF STATE THAT THE CERTIFICATE HAS BEEN ACCEPTED FOR FILING.
  S 88. Paragraphs (b), (c) and (d) of section 1001 of the  not-for-pro-
fit  corporation law, as amended by chapter 434 of the laws of 2006, are
amended to read as follows:
  (b) If the corporation is a [Type B, C or  D]  CHARITABLE  corporation
and  has  no  assets  to  distribute  and  no liabilities at the time of
dissolution, the plan of dissolution shall include a statement  to  that
effect.
  (c)  If  the  corporation [is a Type B, C or D corporation 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  either
for  a  CHARITABLE  purpose  [specified  as  Type  B in paragraph (b) of
section 201 (Purposes)] or which are legally required to be used  for  a
particular  purpose,  a  statement  that  the assets owned by the corpo-
ration, subject to any unpaid liabilities of the corporation,  shall  be
distributed as required by any gift instrument or to a charitable CORPO-
RATION OR organization or organizations exempt from taxation pursuant to
federal  and  state laws and engaged in activities substantially similar

S. 5837                            45

to those of the dissolved corporation.  Each such recipient organization
shall be identified and the governing instrument and amendments  thereto
of each of the proposed recipient organizations shall be annexed to such
statement, along with the MOST RECENT financial [reports] REPORT of each
recipient  organization [for the 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 particular legally required purpose, an agreement by the
recipient to apply the assets received only for such  purpose  shall  be
included.
  S  89.  Paragraphs  (a)  and (d) of section 1002 of the not-for-profit
corporation law, as amended by chapter 434 of  the  laws  of  2006,  are
amended to read as follows:
  (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 (Vote of members) OF THIS CHAP-
TER; provided, however, that if the corporation is a [Type B,  C  or  D]
CHARITABLE  corporation,  other than a corporation incorporated pursuant
to article 15 (Public cemetery corporations) 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 corpo-
ration's  board  of directors for adoption of the plan of dissolution 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 incorporation, 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 incorporation, 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 (QUORUM AT
MEETING OF MEMBERS)  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  (QUORUM  AT  MEETING  OF
MEMBERS)  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 thirty, 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.

S. 5837                            46

  (d)  (1) 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] THE
ATTORNEY  GENERAL  in  the  case of a [Type B, C or D] CHARITABLE corpo-
ration,  and in the case of any [other] NON-CHARITABLE corporation which
[holds assets] at the time of dissolution HOLDS ASSETS legally  required
to be used for a particular purpose[, 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  (Public
cemetery corporations), 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 (Plan of dissolution and
distribution of assets) and this section applicable  to  such  a  corpo-
ration].
  (2)  Application  to the [supreme court for an order] ATTORNEY GENERAL
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 accompanied 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 Type B, C or  D  corporation,  a
copy  of  such  plan certified under penalties of perjury shall be filed
with the attorney general within ten days after its authorization].
  (3) THE ATTORNEY GENERAL MAY APPROVE THE PETITION IF  THE  CORPORATION
HAS  ADOPTED  A PLAN IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 1001
(PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS) OF  THIS  ARTICLE,  AND
ANY OTHER REQUIREMENTS IMPOSED BY LAW OR RULE. AT ANY TIME, INCLUDING IF
THE  ATTORNEY  GENERAL  DOES  NOT  APPROVE THE PETITION, OR THE ATTORNEY
GENERAL CONCLUDES, IN HIS OR HER DISCRETION, THAT COURT  REVIEW  OF  THE
PETITION  IS  APPROPRIATE, THE CORPORATION MAY APPLY FOR APPROVAL TO THE
SUPREME COURT IN THE JUDICIAL DISTRICT IN WHICH THE PRINCIPAL OFFICE  OF
THE  CORPORATION IS LOCATED, OR IN WHICH THE OFFICE OF ONE OF THE DOMES-
TIC CONSTITUENT CORPORATIONS IS LOCATED, FOR  AN  ORDER  DISSOLVING  THE
CORPORATION.  APPLICATION  TO  THE  SUPREME  COURT FOR AN ORDER FOR SUCH
APPROVAL SHALL BE BY VERIFIED PETITION UPON TEN DAYS WRITTEN  NOTICE  TO
THE  ATTORNEY  GENERAL, AND SHALL INCLUDE ALL INFORMATION REQUIRED TO BE
INCLUDED IN THE APPLICATION TO THE ATTORNEY  GENERAL  PURSUANT  TO  THIS
SECTION.
  S  90.  Paragraphs (a) and (c) of section 1002-a of the not-for-profit
corporation law, as amended by chapter 434 of  the  laws  of  2006,  are
amended to read as follows:
  (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 (AUTHORIZATION OF PLAN) of this article,  (2)  approved  by
any  governmental body or officer whose approval is required pursuant to
paragraph (c) of section 1002 (AUTHORIZATION OF PLAN) of  this  article,
and  (3)  approved  by  EITHER  THE ATTORNEY GENERAL OR a justice of the
supreme court[, if such approval is required] pursuant to paragraph  (d)
of  section 1002 (AUTHORIZATION OF PLAN) 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

S. 5837                            47

assets  and  payment  of its liabilities pursuant to the plan of dissol-
ution 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 distrib-
ution 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;
  (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 either for a  CHARITA-
BLE  purpose  [specified  as  Type  B  in  paragraph  (b) of section 201
(Purposes)] or which are legally required to be used  for  a  particular
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 APPROVED BY THE
ATTORNEY GENERAL OR ordered by the SUPREME court PURSUANT to [which such
plan is submitted for approval under]  section  1002  (Authorization  of
plan) OF THIS ARTICLE.  Any disposition of assets contained in a 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 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 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;
  S 91.  Paragraphs (a) and (b) of section 1003  of  the  not-for-profit
corporation  law,  as  amended  by  chapter 434 of the laws of 2006, are
amended to read as follows:
  (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
(Carrying  out  the  plan  of dissolution and distribution of assets), a
certificate  of  dissolution,  entitled  "Certificate   of   dissolution
of ........ (name of corporation) under section 1003 of the Not-for-Pro-
fit  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.

S. 5837                            48

  (4)  [The  type  of  corporation  it  is at the time of dissolution] A
STATEMENT AS TO WHETHER THE CORPORATION IS A CHARITABLE CORPORATION OR A
NON-CHARITABLE CORPORATION.
  (5)  A  statement as to whether or not the corporation holds assets at
the time of authorization of its plan of dissolution and distribution of
assets as provided in section 1002 of  this  article  (Authorization  of
plan) which are legally required to be used for a particular purpose.
  (6) That the corporation elects to dissolve.
  (7) 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 (Authori-
zation of plan) OF THIS ARTICLE, then  the  certificate  of  dissolution
shall so state.
  (8)  A statement that prior to delivery of such certificate of dissol-
ution to the department of state for filing, the plan of dissolution and
distribution of assets has been approved by THE ATTORNEY GENERAL OR BY a
justice of the supreme court, if such approval is required  PURSUANT  TO
SECTION  1002  (AUTHORIZATION  OF  PLAN)  OF THIS ARTICLE. A copy of the
order shall be attached to the certificate of dissolution. In  the  case
of  a  corporation,  other  than  a corporation incorporated pursuant to
article 15 (Public cemetery corporations), having no assets to  distrib-
ute,  OR  HAVING  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  dissolution,  a  statement that a copy of the plan of
dissolution which contains the statement prescribed by paragraph (b)  of
section  1001  (Plan of dissolution and distribution of assets) has been
duly filed with the attorney general, if required.
  (b) Such certificate of dissolution  shall  have  [indorsed]  ENDORSED
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 [Type B, C or D] CHARITA-
BLE corporation, or any other corporation that holds assets at the  time
of dissolution legally required to be used for a particular purpose.
  S  92. Paragraph (a) of section 1007 of the not-for-profit corporation
law, as amended by chapter 434 of the laws of 2006, is amended  to  read
as follows:
  (a)  At  any  time  after  the plan of dissolution and distribution of
assets shall have been (1) authorized as provided  in  section  1002  of
this  article  (Authorization of plan), (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 EITHER BY THE ATTORNEY
GENERAL OR 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, and prior to filing the certificate

S. 5837                            49

of dissolution, the corporation may give a notice requiring  all  credi-
tors 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 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 authorization of its plan of  dissolution  and  distribution  of
assets  as  provided  in  section 1002 of this article (Authorization of
plan).  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.
  S 93. Subparagraph 15 of paragraph (a) of section 1008 of the not-for-
profit corporation law, as amended by chapter 434 of the laws  of  2006,
is amended to read as follows:
  (15) Where assets were received and held by the corporation either for
a  CHARITABLE  purpose  [specified as Type B in paragraph (b) of section
201 (Purposes),] or [were] legally required to be used for a  particular
purpose,  the  distribution  of  such  assets to one or more domestic 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.
  S 94.  Subparagraph 6 of paragraph (a) of section 1012 of the not-for-
profit  corporation  law, as amended by chapter 726 of the laws of 2005,
is amended to read as follows:
  (6) That[, under section 201 (Purposes),] it is a [Type  .............
(Insert  A,  B,  C  or  D)  not-for-profit]  CHARITABLE corporation OR A
NON-CHARITABLE CORPORATION, AS APPLICABLE.
  S 95. 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
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

S. 5837                            50

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 96. 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 97.  Subparagraph 1 of paragraph (a) of section 1207 of the not-for-
profit corporation law, clause (C) as amended by chapter 847 of the laws
of 1970, is amended to read as follows:
  (1)  To give immediate notice of his OR HER appointment by publication
once a week for two successive weeks in two newspapers of general circu-
lation 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
(Appointment  of  receiver  of  property of a domestic or foreign corpo-
ration), 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
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), section
1007  (Notice to creditors BY CORPORATIONS INTENDING TO DISSOLVE; filing
or barring claims) OF THIS CHAPTER shall apply  and  shall  control  the

S. 5837                            51

giving  of  notice to creditors and claimants and the filing and barring
of claims.
  S  98.  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 99.  Paragraph (a) of section 1211 of the not-for-profit corporation
law is amended to read as follows:
  (a)  If there remains property of  the  corporation  after  the  first
distribution,  the  receiver  shall,  within one year thereafter, make a
final distribution among the creditors entitled thereto.    Notice  that
such  distribution  will be the final distribution to creditors shall be
published once a week for two consecutive weeks in a newspaper of gener-
al circulation in the county where the  office  of  the  corporation  is
located  AND  POSTED  PROMINENTLY  AND  CONTINUOUSLY FOR TWO CONSECUTIVE
WEEKS ON THE HOMEPAGE OF ANY WEBSITE MAINTAINED BY THE CORPORATION.
  S 100. 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 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  101. 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,

S. 5837                            52

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
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 102. 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] WHETHER IT IS A CHARITABLE corporation [it is under
section 201 (Purposes);] OR A  NON-CHARITABLE  CORPORATION  and  in  the

S. 5837                            53

absence  of  such amendment an authorized foreign corporation shall be a
[Type B] CHARITABLE corporation.  Reference in this chapter to an appli-
cation 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 103. Subparagraph 4 of paragraph (a) of section 1304 of the not-for-
profit corporation law, as amended by chapter 847 of the  laws  of  1970
and as renumbered by chapter 590 of the laws of 1982, is amended to read
as follows:
  (4)  That  the  corporation  is  a  foreign  corporation as defined in
subparagraph [(a)] (7) OF PARAGRAPH (A) of section  102  (Definitions)[;
the  type  of]  OF THIS CHAPTER, WHETHER IT WOULD BE A CHARITABLE corpo-
ration [it shall be  under  section  201  (Purposes);  a  statement]  OR
NON-CHARITABLE  CORPORATION  IF FORMED IN THIS STATE; A STATEMENT of its
purposes to be pursued in this state and  of  the  activities  which  it
proposes to conduct in this state; AND a statement that it is authorized
to  conduct  those activities in the jurisdiction of its incorporation[;
and in the case of a Type C corporation, the  lawful  public  or  quasi-
public objective which each business purpose will achieve].
  S 104. Paragraph (c) of section 1304 of the not-for-profit corporation
law is amended, and a new paragraph (d) is added to read as follows:
  (c)  If the application for authority sets forth any purpose 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  (Approvals, NOTICES and consents) OF THIS
CHAPTER, such consent or approval shall be endorsed thereon  or  annexed
thereto.
  (D)  IF THE APPLICATION FOR AUTHORITY SETS FORTH ANY PURPOSE OR ACTIV-
ITY REQUIRING A DOMESTIC CORPORATION TO PROVIDE NOTICE OF THE FILING  OF
A CERTIFICATE OF INCORPORATION TO ANY PERSON OR ENTITY UNDER SECTION 404
(APPROVALS,  NOTICES AND CONSENTS) OF THIS CHAPTER, THEN THE CORPORATION
SHALL SEND BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, A CERTIFIED COPY
OF THE CERTIFICATE OF AUTHORITY TO SUCH  PERSON  OR  ENTITY  WITHIN  TEN
BUSINESS  DAYS  AFTER  THE  CORPORATION  RECEIVES  CONFIRMATION FROM THE
DEPARTMENT OF STATE THAT THE CERTIFICATE HAS BEEN ACCEPTED FOR FILING.
  S 105. Subparagraph 1 of paragraph (a) of section 1309 of the not-for-
profit corporation law, as amended by chapter 186 of the laws  of  1983,
is amended to read as follows:
  (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] ARTICLE.
  S 106. Subparagraph 1 of paragraph (b) of section 1310 of the not-for-
profit corporation law, as amended by chapter 186 of the laws  of  1983,
is amended to read as follows:
  (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] ARTICLE.
  S 107. Subparagraph 1 of paragraph (a) of section 1311 of the not-for-
profit corporation law, as amended by chapter 186 of the laws  of  1983,
is amended to read as follows:

S. 5837                            54

  (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] ARTICLE.
  S  108.  Paragraphs  (a) and (b) of section 1315 of the not-for-profit
corporation law, subparagraph 5 of paragraph (b) as amended  by  chapter
847 of the laws of 1970, are amended to read as follows:
  (a)  An action or special proceeding against a foreign corporation may
be  maintained  by a resident of this state or by a domestic corporation
of any [type or] kind for any cause of action.
  (b)   Except as otherwise provided  in  this  article,  an  action  or
special  proceeding  against  a foreign corporation may be maintained by
another foreign corporation of any [type or] kind or by a nonresident in
the following cases only:
  (1)  Where the action is brought to recover damages for the breach  of
a  contract  made  or  to be performed within this state, or relating to
property situated within this state at the time of  the  making  of  the
contract.
  (2)    Where  the  subject matter of the litigation is situated within
this state.
  (3)  Where the cause of action arose within this state,  except  where
the object of the action or special proceeding is to affect the title of
real property situated outside this state.
  (4)  Where, in any case not included in the preceding subparagraphs, a
non-domiciliary  would  be  subject  to the personal jurisdiction of the
courts of this state under section [302] THREE HUNDRED TWO of the  civil
practice law and rules.
  (5) Where the defendant is a foreign corporation conducting activities
or authorized to conduct activities in this state.
  S 109. Paragraph (b) of section 1316 of the not-for-profit corporation
law is amended to read as follows:
  (b)   An examination authorized by paragraph (a) may be denied to such
member or other person upon his refusal to furnish to the foreign corpo-
ration 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 110. Paragraph (a) of section 1321 of the not-for-profit corporation
law, subparagraphs 1, 2 and 3 as amended by chapter 847 of the  laws  of
1970, is amended to read as follows:
  (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 (Voting trust
records), subparagraph [(a)]  (1)  OF  PARAGRAPH  (A)  of  section  1318
(Liabilities  of  directors  and  officers of foreign corporations), and
subparagraph [(a)] (2) OF PARAGRAPH (A) of section  1320  (Applicability
of  other  provisions)  OF  THIS  ARTICLE if [when] such provision would
otherwise apply:
  (1) The corporation is a [Type  A]  NON-CHARITABLE  corporation  under
this chapter; its principal activities are conducted outside this state;

S. 5837                            55

the greater part of its property is located outside this state; and less
than one third of its members are residents of this state; or
  (2)    The corporation is a [Type B] CHARITABLE corporation under this
chapter; its principal activities are conducted outside this state;  the
greater  part  of  its  property is located outside this state; and less
than ten per cent of its annual revenues is derived from solicitation of
funds within this state[; or
  (3) The corporation is a Type C corporation under  this  chapter;  its
principal  activities are conducted outside this state; the greater part
of its property is located outside this state; and less than one half of
its revenues for the preceding three fiscal years, or such portion ther-
eof as the foreign corporation was in existence, was derived from sourc-
es within this state].
  S 111. Paragraph (d) of section 1401 of the not-for-profit corporation
law, as added by chapter 871 of the laws of 1977, is amended to read  as
follows:
  (d) Type of corporation. A family or private cemetery corporation is a
[type B] CHARITABLE corporation under this chapter.
  S 112. Paragraph (b) of section 1402 of the not-for-profit corporation
law is amended to read as follows:
  (b) Type of corporation.
  A  fire  corporation  is  a [Type B] CHARITABLE corporation under this
chapter.
  S 113. Paragraph (c) of section 1403 of the not-for-profit corporation
law is amended to read as follows:
  (c) Type of corporation.
  A corporation for the prevention of cruelty is a [Type  B]  CHARITABLE
corporation under this chapter.
  S 114. Paragraph (b) of section 1404 of the not-for-profit corporation
law,  as amended by chapter 1058 of the laws of 1971, is amended to read
as follows:
  (b)  Type of corporation.
  A christian association is a [Type  B]  CHARITABLE  corporation  under
this chapter.
  S 115. Paragraph (b) of section 1405 of the not-for-profit corporation
law is amended to read as follows:
  (b)  Type of corporation.
  A soldiers' monument corporation is a [Type B] CHARITABLE corporation.
  S 116. Paragraph (b) of section 1406 of the not-for-profit corporation
law is amended to read as follows:
  (b)  Type of corporation.
  A  medical society is a [Type A] NON-CHARITABLE corporation under this
chapter.
  S 117. Paragraph (b) of section 1407 of the not-for-profit corporation
law is amended to read as follows:
  (b)  Type of corporation.
  An alumni corporation is a [Type A] NON-CHARITABLE corporation.
  S 118. Paragraph (b) of section 1408 of the not-for-profit corporation
law is amended to read as follows:
  (b)  Type of corporation.
  An historical society is a [Type B] CHARITABLE corporation under  this
chapter.
  S 119. Paragraph (b) of section 1409 of the not-for-profit corporation
law,  as amended by chapter 1058 of the laws of 1971, is amended to read
as follows:

S. 5837                            56

  (b) Type of corporation.  An agricultural or horticultural corporation
is a [Type A] NON-CHARITABLE corporation under this chapter, except that
any such corporation which has received moneys from  the  state  or  has
acted as agent for the state under paragraph (c) OF THIS SECTION, or has
acquired  or  does acquire real property by condemnation is or becomes a
[Type B] CHARITABLE corporation under this chapter. [If such corporation
has not already filed as a  Type  B  corporation  it  shall,  upon  such
receipt  of  moneys  or acting as such agent or such acquisition of real
property by condemnation, amend its certificate to that effect.]
  S 120. Paragraph (b) of section 1410 of the not-for-profit corporation
law is amended to read as follows:
  (b)  Type of corporation.
  A board of trade or a chamber of commerce is a [Type A] NON-CHARITABLE
corporation under this chapter.
  S 121. Paragraph (b) of section 1411 of the not-for-profit corporation
law is amended to read as follows:
  (b) Type of corporation.
  A local development corporation is a [Type C]  CHARITABLE  corporation
under this chapter.
  S 122. Paragraph (d) of section 1412 of the not-for-profit corporation
law,  as added by chapter 555 of the laws of 1993, is amended to read as
follows:
  (d) Type. A university faculty practice  corporation  is  a  [Type  B]
CHARITABLE corporation under this chapter.
  S 123. Paragraph (c) of section 1505 of the not-for-profit corporation
law,  as added by chapter 871 of the laws of 1977, is amended to read as
follows:
  (c)  Type of corporation.  A cemetery corporation is a [Type B] CHARI-
TABLE corporation under this chapter.
  S 124. Paragraph (b) of section 1602 of the not-for-profit corporation
law, as added by chapter 257 of the laws of 2011, is amended to read  as
follows:
  (b) "land bank" shall mean a land bank established as a [type C] CHAR-
ITABLE  not-for-profit  corporation under this chapter and in accordance
with the provisions of this article and pursuant to this article;
  S 125. Paragraph (f) of section 1603 of the not-for-profit corporation
law, as added by chapter 257 of the laws of 2011, is amended to read  as
follows:
  (f)  Each  land  bank  created pursuant to this act shall be a [type C
not-for-profit] CHARITABLE corporation, and  shall  have  permanent  and
perpetual duration until terminated and dissolved in accordance with the
provisions of section sixteen hundred thirteen of this article.
  S  126.  The opening paragraph of paragraph (a) of section 1607 of the
not-for-profit corporation law, as added by chapter 257 of the  laws  of
2011, is amended to read as follows:
  A  land  bank  shall  constitute  a [type C] CHARITABLE not-for-profit
corporation under New York law, which powers shall  include  all  powers
necessary  to  carry  out  and effectuate the purposes and provisions of
this article, including the following powers in addition to those herein
otherwise granted:
  S 127. Paragraph (e) of section 1611 of the not-for-profit corporation
law, as added by chapter 257 of the laws of 2011, is amended to read  as
follows:
  (e) Bonds issued by the land bank shall be issued, sold, and delivered
in  accordance  with the terms and provisions of a resolution adopted by
the board. The board may sell such  bonds  in  such  manner,  either  at

S. 5837                            57

public  or at private sale, and for such price as it may determine to be
in the best interests of the land bank.  The  resolution  issuing  bonds
shall  be  published  in  a  newspaper of general circulation within the
jurisdiction of the land bank AND POSTED PROMINENTLY AND CONTINUOUSLY ON
THE HOMEPAGE OF ANY WEBSITE MAINTAINED BY THE LAND BANK.
  S 128. Section 1613 of the not-for-profit corporation law, as added by
chapter 257 of the laws of 2011, is amended to read as follows:
S 1613. Dissolution of land bank.
  A  land  bank may be dissolved as a [type C] CHARITABLE not-for-profit
corporation sixty calendar days after an affirmative resolution approved
by two-thirds of the membership of the board of directors. Sixty  calen-
dar  days  advance  written  notice  of consideration of a resolution of
dissolution shall be given to the foreclosing governmental unit or units
that created the land bank, shall be published in a local  newspaper  of
general  circulation,  and  POSTED  PROMINENTLY  AND CONTINUOUSLY ON THE
HOMEPAGE OF ANY WEBSITE MAINTAINED BY THE LAND BANK, AND shall  be  sent
certified mail to the trustee of any outstanding bonds of the land bank.
Upon  dissolution  of the land bank all real property, personal property
and other assets of the land bank shall become the assets of  the  fore-
closing  governmental  unit  or units that created the land bank. In the
event that two or more foreclosing governmental units create a land bank
in accordance with section sixteen hundred three of  this  article,  the
withdrawal  of  one  or  more  foreclosing  governmental units shall not
result in the dissolution of the land bank unless the  intergovernmental
agreement  so  provides,  and  there is no foreclosing governmental unit
that desires to continue the existence of the land bank.
  S 129.  Paragraph (h) of section 8-1.4  of  the  estates,  powers  and
trusts  law, as amended by chapter 43 of the laws of 2002, is amended to
read as follows:
  (h) The attorney general shall make rules  and  regulations  necessary
for  the administration of this section, including rules and regulations
as to the time for filing reports, the contents thereof, and  [the]  ANY
manner of executing and filing them, INCLUDING BUT NOT LIMITED TO ALLOW-
ING  OR  REQUIRING ANY SUBMISSION TO THE ATTORNEY GENERAL TO BE EFFECTED
BY ELECTRONIC MEANS AND ELECTRONIC SIGNATURES. He or  she  may  classify
trusts,  estates,  corporations and other trustees as to purpose, nature
of assets, duration, amount of assets, amounts to be devoted to charita-
ble purposes, or  otherwise,  and  may  establish  different  rules  for
different  classes as to time and nature of the reports required, to the
ends that he or she shall receive current financial reports  as  to  all
such  trusts,  estates, corporations or other trustees which will enable
him or her to ascertain whether they are  being  properly  administered.
The attorney general may suspend the filing of financial reports as to a
particular  trustee  for a reasonable, specifically designated time upon
written application of the trustee, signed under penalties for  perjury,
and  filed  with the attorney general and after the attorney general has
filed in the register of trustees a written statement that the interests
of the beneficiaries will not be prejudiced thereby  and  that  periodic
reports  during  the term of such suspension are not required for proper
supervision by his or her office. The filing of  the  financial  reports
required  by  this  section,  or  the  exemption from such filing or the
suspension therefrom, shall not have the effect  of  absolving  trustees
from  any  responsibility  for accounting for property or income held by
them for charitable purposes. A copy of an account  or  other  financial
report  filed by a trustee in any court in this state, if the account or
other financial report substantially complies with the rules  and  regu-

S. 5837                            58

lations  of  the  attorney  general,  may be filed as a financial report
under this section.
  S  130.  The estates, powers and trusts law is amended by adding a new
section 8-1.9 to read as follows:
S 8-1.9 TRUST GOVERNANCE
  (A) FOR PURPOSES OF THIS SECTION:
  (1) A "TRUST" MEANS A TRUST CREATED SOLELY FOR CHARITABLE PURPOSES, OR
A TRUST THAT CONTINUES SOLELY FOR SUCH PURPOSES AFTER ALL NON-CHARITABLE
INTERESTS HAVE TERMINATED.
  (2) "CHARITABLE PURPOSE" MEANS ANY RELIGIOUS, CHARITABLE,  EDUCATIONAL
OR BENEVOLENT PURPOSE.
  (3)  "KEY  EMPLOYEE" MEANS ANY PERSON WHO IS IN A POSITION TO EXERCISE
SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION AS  REFERENCED
IN  26  U.S.C.  STATUTE 4958(F)(1)(A) AND FURTHER SPECIFIED IN 26 C.F.R.
STATUTE 53.4958-3(C), (D) AND (E), OR SUCCEEDING PROVISIONS.
  (4) AN "AFFILIATE" OF A TRUST  MEANS  ANY  ENTITY  CONTROLLED  BY,  IN
CONTROL OF, OR UNDER COMMON CONTROL WITH SUCH TRUST.
  (5)  "RELATIVE"  OF  AN  INDIVIDUAL  MEANS  THE (I) SPOUSE, ANCESTORS,
BROTHERS AND SISTERS (WHETHER WHOLE OR HALF  BLOOD),  CHILDREN  (WHETHER
NATURAL  OR ADOPTED), GRANDCHILDREN, GREAT-GRANDCHILDREN, AND SPOUSES OF
BROTHERS, SISTERS, CHILDREN, GRANDCHILDREN, AND GREAT-GRANDCHILDREN; AND
(II) A DOMESTIC PARTNER AS DEFINED IN SECTION TWENTY-NINE HUNDRED  NINE-
TY-FOUR-A OF THE PUBLIC HEALTH LAW.
  (6) "RELATED PARTY" MEANS (I) ANY TRUSTEE OR KEY EMPLOYEE OF THE TRUST
OR  ANY  AFFILIATE OF THE TRUST; (II) ANY RELATIVE OF ANY TRUSTEE OR KEY
EMPLOYEE OF THE TRUST OR ANY AFFILIATE OF THE TRUST; OR (III) AN  ENTITY
IN  WHICH  ANY  INDIVIDUAL  DESCRIBED  IN  CLAUSES  (I) AND (II) OF THIS
SUBPARAGRAPH HAS A THIRTY-FIVE PERCENT OR GREATER OWNERSHIP  OR  BENEFI-
CIAL  INTEREST  OR,  IN THE CASE OF A PARTNERSHIP OR PROFESSIONAL CORPO-
RATION, A DIRECT OWNERSHIP INTEREST IN EXCESS OF FIVE PERCENT.
  (7) "INDEPENDENT TRUSTEE" MEANS A TRUSTEE WHO: (I) IS NOT, AND HAS NOT
BEEN WITHIN THE LAST THREE YEARS, AN EMPLOYEE OF THE TRUST OR AN  AFFIL-
IATE  OF  THE  TRUST,  AND  DOES NOT HAVE A RELATIVE WHO IS, OR HAS BEEN
WITHIN THE LAST THREE YEARS, A KEY EMPLOYEE OF THE TRUST OR AN AFFILIATE
OF THE TRUST; (II) HAS NOT RECEIVED, AND DOES NOT HAVE  A  RELATIVE  WHO
HAS RECEIVED, IN ANY OF THE LAST THREE FISCAL YEARS, MORE THAN TEN THOU-
SAND  DOLLARS  IN  DIRECT COMPENSATION FROM THE TRUST OR AN AFFILIATE OF
THE TRUST (OTHER THAN REIMBURSEMENT FOR EXPENSES OR THE PAYMENT OF TRUS-
TEE COMMISSIONS AS PERMITTED BY LAW AND THE GOVERNING  INSTRUMENT);  AND
(III) IS NOT A CURRENT EMPLOYEE OF OR DOES NOT HAVE A SUBSTANTIAL FINAN-
CIAL  INTEREST IN, AND DOES NOT HAVE A RELATIVE WHO IS A CURRENT OFFICER
OF OR HAVE A SUBSTANTIAL FINANCIAL INTEREST IN, ANY ENTITY THAT HAS MADE
PAYMENTS TO, OR RECEIVED PAYMENTS FROM, THE TRUST OR AN AFFILIATE OF THE
TRUST FOR PROPERTY OR SERVICES IN AN AMOUNT WHICH, IN ANY  OF  THE  LAST
THREE  FISCAL  YEARS, EXCEEDS THE LESSER OF TWENTY-FIVE THOUSAND DOLLARS
OR TWO  PERCENT  OF  SUCH  ENTITY'S  CONSOLIDATED  GROSS  REVENUES.  FOR
PURPOSES  OF  THIS  SUBPARAGRAPH,  "PAYMENT" DOES NOT INCLUDE CHARITABLE
CONTRIBUTIONS.
  (8) "RELATED PARTY TRANSACTION" MEANS ANY  TRANSACTION,  AGREEMENT  OR
ANY  OTHER ARRANGEMENT IN WHICH A RELATED PARTY HAS A FINANCIAL INTEREST
AND IN WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST IS A PARTICIPANT.
  (9)  "INDEPENDENT  AUDITOR"  MEANS  ANY  CERTIFIED  PUBLIC  ACCOUNTANT
PERFORMING  THE AUDIT OF THE FINANCIAL STATEMENTS OF A TRUST REQUIRED BY
SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B   OF THE  EXECUTIVE
LAW.

S. 5837                            59

  (B)(1)  THE TRUSTEES OR A DESIGNATED AUDIT COMMITTEE CONSISTING OF ONE
OR MORE INDEPENDENT TRUSTEES OF ANY TRUST REQUIRED TO FILE AN  INDEPEND-
ENT CERTIFIED PUBLIC ACCOUNTANT'S AUDIT REPORT WITH THE ATTORNEY GENERAL
PURSUANT  TO SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B OF THE
EXECUTIVE LAW SHALL OVERSEE THE ACCOUNTING AND FINANCIAL REPORTING PROC-
ESSES  OF  THE  TRUST AND THE AUDIT OF THE TRUST'S FINANCIAL STATEMENTS.
THE TRUSTEES OR DESIGNATED AUDIT  COMMITTEE  SHALL  ANNUALLY  RETAIN  OR
RENEW  THE RETENTION OF AN INDEPENDENT AUDITOR TO CONDUCT THE AUDIT AND,
UPON COMPLETION THEREOF, REVIEW THE RESULTS OF THE AUDIT AND ANY RELATED
MANAGEMENT LETTER WITH THE INDEPENDENT AUDITOR.
  (2) THE TRUSTEES OR A DESIGNATED AUDIT COMMITTEE CONSISTING OF ONE  OR
MORE  INDEPENDENT  TRUSTEES OF ANY TRUST REQUIRED TO FILE AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT'S AUDIT REPORT  WITH  THE  ATTORNEY  GENERAL
PURSUANT  TO SUBDIVISION ONE OF SECTION ONE HUNDRED SEVENTY-TWO-B OF THE
EXECUTIVE LAW AND THAT IN THE PRIOR FISCAL YEAR HAD OR  IN  THE  CURRENT
FISCAL  YEAR  REASONABLY EXPECTS TO HAVE ANNUAL REVENUE IN EXCESS OF ONE
MILLION DOLLARS SHALL, IN ADDITION TO THOSE DUTIES SET FORTH IN SUBPARA-
GRAPH ONE OF THIS PARAGRAPH:
  (A) REVIEW WITH THE INDEPENDENT AUDITOR THE SCOPE AND PLANNING OF  THE
AUDIT PRIOR TO THE AUDIT'S COMMENCEMENT;
  (B)  UPON  COMPLETION  OF THE AUDIT, REVIEW AND DISCUSS WITH THE INDE-
PENDENT AUDITOR: (I) ANY  MATERIAL  RISKS  AND  WEAKNESSES  IN  INTERNAL
CONTROLS  IDENTIFIED  BY THE AUDITOR; (II) ANY RESTRICTIONS ON THE SCOPE
OF THE AUDITOR'S ACTIVITIES OR ACCESS TO  REQUESTED  INFORMATION;  (III)
ANY  SIGNIFICANT  DISAGREEMENTS  BETWEEN THE AUDITOR AND MANAGEMENT; AND
(IV) THE ADEQUACY OF THE  TRUST'S  ACCOUNTING  AND  FINANCIAL  REPORTING
PROCESSES;
  (C)  ANNUALLY  CONSIDER  THE PERFORMANCE AND INDEPENDENCE OF THE INDE-
PENDENT AUDITOR; AND
  (D) IF THE DUTIES REQUIRED BY THIS SECTION ARE PERFORMED BY  AN  AUDIT
COMMITTEE, REPORT ON THE COMMITTEE'S ACTIVITIES TO THE TRUSTEES.
  (3)  THE  TRUSTEES  OR  DESIGNATED  AUDIT  COMMITTEE SHALL OVERSEE THE
ADOPTION, IMPLEMENTATION OF, AND COMPLIANCE WITH ANY CONFLICT OF  INTER-
EST POLICY OR WHISTLEBLOWER POLICY ADOPTED BY THE TRUST IF THIS FUNCTION
IS  NOT  OTHERWISE  PERFORMED  BY  ANOTHER COMMITTEE COMPRISED SOLELY OF
INDEPENDENT TRUSTEES.
  (4) IF A TRUST IS UNDER THE CONTROL OF ANOTHER TRUST OR A CORPORATION,
THE TRUSTEES OR DESIGNATED AUDIT COMMITTEE OF THE CONTROLLING TRUST,  OR
THE  BOARD OR DESIGNATED AUDIT COMMITTEE OF THE BOARD OF THE CONTROLLING
CORPORATION, MAY PERFORM THE DUTIES REQUIRED BY THIS PARAGRAPH.
  (5) ONLY INDEPENDENT TRUSTEES  MAY  PARTICIPATE  IN  DELIBERATIONS  OR
VOTING RELATING TO MATTERS SET FORTH IN THIS PARAGRAPH.
  (C)(1)  NOTWITHSTANDING  ANY  PROVISION OF THE TRUST INSTRUMENT TO THE
CONTRARY, NO TRUST SHALL ENTER INTO ANY RELATED PARTY TRANSACTION UNLESS
THE TRANSACTION IS DETERMINED BY THE TRUSTEES TO BE FAIR, REASONABLE AND
IN THE TRUST'S BEST INTEREST AT THE TIME OF  SUCH  DETERMINATION.    ANY
TRUSTEE,  OFFICER OR KEY EMPLOYEE WHO HAS AN INTEREST IN A RELATED PARTY
TRANSACTION SHALL DISCLOSE IN GOOD FAITH TO THE TRUSTEES, OR AN  AUTHOR-
IZED COMMITTEE THEREOF, THE MATERIAL FACTS CONCERNING SUCH INTEREST.
  (2)  WITH  RESPECT TO ANY RELATED PARTY TRANSACTION IN WHICH A RELATED
PARTY HAS A SUBSTANTIAL FINANCIAL INTEREST, THE TRUSTEES, OR AN  AUTHOR-
IZED COMMITTEE THEREOF, SHALL:
  (A) PRIOR TO ENTERING INTO THE TRANSACTION, CONSIDER ALTERNATIVE TRAN-
SACTIONS TO THE EXTENT AVAILABLE;
  (B)  APPROVE  THE  TRANSACTION BY NOT LESS THAN A MAJORITY VOTE OF THE
TRUSTEES OR COMMITTEE MEMBERS PRESENT AT THE MEETING; AND

S. 5837                            60

  (C) CONTEMPORANEOUSLY DOCUMENT IN WRITING THE BASIS FOR THE  TRUSTEES'
OR  AUTHORIZED  COMMITTEE'S  APPROVAL,  INCLUDING  CONSIDERATION  OF ANY
ALTERNATIVE TRANSACTIONS.
  (3)  THE  TRUST INSTRUMENT, BY-LAWS OR ANY POLICY ADOPTED BY THE TRUS-
TEES MAY CONTAIN ADDITIONAL RESTRICTIONS ON RELATED  PARTY  TRANSACTIONS
AND  ADDITIONAL PROCEDURES NECESSARY FOR THE REVIEW AND APPROVAL OF SUCH
TRANSACTIONS, OR PROVIDE THAT  ANY  TRANSACTION  IN  VIOLATION  OF  SUCH
RESTRICTIONS SHALL BE VOID OR VOIDABLE.
  (4)  THE  ATTORNEY  GENERAL  MAY  BRING  AN  ACTION TO ENJOIN, VOID OR
RESCIND ANY RELATED PARTY TRANSACTION OR PROPOSED RELATED  PARTY  TRANS-
ACTION  THAT  VIOLATES ANY LAW OR WAS OTHERWISE NOT FAIR, REASONABLE, OR
IN THE BEST INTERESTS OF THE TRUST  AT  THE  TIME  THE  TRANSACTION  WAS
APPROVED, OR TO SEEK OTHER RELIEF, INCLUDING BUT NOT LIMITED TO DAMAGES,
RESTITUTION, AND THE REMOVAL OF TRUSTEES OR OFFICERS, OR SEEK TO REQUIRE
ANY PERSON OR ENTITY TO:
  (A)  ACCOUNT  FOR ANY PROFITS MADE FROM SUCH TRANSACTION, AND PAY THEM
TO THE TRUST;
  (B) PAY THE TRUST THE VALUE OF THE USE OF ANY OF ITS PROPERTY OR OTHER
ASSETS USED IN SUCH TRANSACTION;
  (C) RETURN OR REPLACE ANY PROPERTY OR OTHER ASSETS LOST TO  THE  TRUST
AS  A  RESULT  OF SUCH TRANSACTION, TOGETHER WITH ANY INCOME OR APPRECI-
ATION LOST TO THE TRUST BY REASON OF SUCH TRANSACTION,  OR  ACCOUNT  FOR
ANY PROCEEDS OF SALE OF SUCH PROPERTY, AND PAY THE PROCEEDS TO THE TRUST
TOGETHER WITH INTEREST AT THE LEGAL RATE; AND
  (D)  PAY, IN THE CASE OF WILLFUL AND INTENTIONAL CONDUCT, AN AMOUNT UP
TO DOUBLE THE AMOUNT OF ANY BENEFIT IMPROPERLY OBTAINED.
  (5) THE POWERS OF THE ATTORNEY GENERAL PROVIDED IN THIS SECTION ARE IN
ADDITION TO ALL OTHER POWERS THE ATTORNEY GENERAL MAY  HAVE  UNDER  THIS
CHAPTER OR ANY OTHER LAW.
  (6) NO RELATED PARTY MAY PARTICIPATE IN DELIBERATIONS OR VOTING RELAT-
ING  TO  MATTERS  SET  FORTH IN THIS PARAGRAPH; PROVIDED THAT NOTHING IN
THIS SECTION SHALL PROHIBIT THE TRUSTEES OR DESIGNATED  AUDIT  COMMITTEE
FROM  REQUESTING  THAT  A RELATED PARTY PRESENT INFORMATION CONCERNING A
RELATED PARTY TRANSACTION AT A TRUSTEES OR COMMITTEE  MEETING  PRIOR  TO
THE  COMMENCEMENT  OF  DELIBERATIONS  OR  VOTING RELATING TO THE RELATED
PARTY TRANSACTION.
  (D)(1) EXCEPT AS PROVIDED IN  SUBPARAGRAPH  FOUR  OF  THIS  PARAGRAPH,
EVERY TRUST SHALL ADOPT A CONFLICT OF INTEREST POLICY TO ENSURE THAT ITS
TRUSTEES,  OFFICERS  AND  KEY  EMPLOYEES ACT IN THE BEST INTEREST OF THE
TRUST AND ITS BENEFICIARIES AND COMPLY WITH  APPLICABLE  LEGAL  REQUIRE-
MENTS,  INCLUDING  BUT NOT LIMITED TO THE REQUIREMENTS SET FORTH IN THIS
PARAGRAPH.
  (2) THE CONFLICT OF INTEREST POLICY SHALL INCLUDE, AT A  MINIMUM,  THE
FOLLOWING PROVISIONS:
  (A)  A  DEFINITION  OF THE CIRCUMSTANCES THAT CONSTITUTE A CONFLICT OF
INTEREST;
  (B) PROCEDURES FOR DISCLOSING A CONFLICT  OF  INTEREST  TO  THE  AUDIT
COMMITTEE OR, IF THERE IS NO AUDIT COMMITTEE, TO THE TRUSTEES;
  (C) A REQUIREMENT THAT THE PERSON WITH THE CONFLICT OF INTEREST NOT BE
PRESENT  AT  OR  PARTICIPATE  IN  ANY DELIBERATION OR VOTE ON THE MATTER
GIVING RISE TO SUCH CONFLICT;
  (D) A PROHIBITION AGAINST ANY ATTEMPT BY THE PERSON WITH THE  CONFLICT
TO  INFLUENCE  THE  DELIBERATION  OR VOTING ON THE MATTER GIVING RISE TO
SUCH CONFLICT;

S. 5837                            61

  (E) A REQUIREMENT THAT THE EXISTENCE AND RESOLUTION OF THE CONFLICT BE
DOCUMENTED IN THE TRUST'S RECORDS, INCLUDING IN THE MINUTES OF ANY MEET-
ING AT WHICH THE CONFLICT WAS DISCUSSED OR VOTED UPON; AND
  (F)  PROCEDURES  FOR  DISCLOSING,  ADDRESSING, AND DOCUMENTING RELATED
PARTY TRANSACTIONS IN ACCORDANCE WITH THIS PARAGRAPH.
  (3) THE CONFLICT OF INTEREST POLICY SHALL  REQUIRE  THAT  PRIOR  TO  A
TRUSTEE'S  INITIAL  APPOINTMENT,  AND  ANNUALLY THEREAFTER, SUCH TRUSTEE
SHALL COMPLETE, SIGN AND FILE WITH THE RECORDS OF THE  TRUST  A  WRITTEN
STATEMENT  IDENTIFYING  ANY  ENTITY  OF  WHICH  HE OR SHE IS AN OFFICER,
DIRECTOR, TRUSTEE, MEMBER, OWNER (EITHER AS A SOLE PROPRIETOR OR A PART-
NER), OR EMPLOYEE AND WITH WHICH THE TRUST HAS A RELATIONSHIP,  AND  ANY
TRANSACTION IN WHICH THE TRUST IS A PARTICIPANT AND IN WHICH THE TRUSTEE
MIGHT  HAVE  A  CONFLICTING INTEREST. THE POLICY SHALL REQUIRE THAT EACH
TRUSTEE ANNUALLY RESUBMIT SUCH WRITTEN  STATEMENT.  THE  TRUSTEES  SHALL
PROVIDE  A  COPY  OF  ALL COMPLETED STATEMENTS TO THE CHAIR OF THE AUDIT
COMMITTEE, IF THERE IS AN AUDIT COMMITTEE.
  (4) A TRUST THAT HAS ADOPTED AND  POSSESSES  A  CONFLICT  OF  INTEREST
POLICY  PURSUANT  TO  FEDERAL, STATE OR LOCAL LAWS THAT IS SUBSTANTIALLY
CONSISTENT WITH THE PROVISIONS OF SUBPARAGRAPH  TWO  OF  THIS  PARAGRAPH
SHALL BE DEEMED IN COMPLIANCE WITH PROVISIONS OF THIS PARAGRAPH.
  (5)  NOTHING IN THIS PARAGRAPH SHALL BE INTERPRETED TO REQUIRE A TRUST
TO ADOPT ANY SPECIFIC CONFLICT OF INTEREST POLICY NOT OTHERWISE REQUIRED
BY THIS PARAGRAPH OR ANY OTHER LAW OR RULE, OR TO SUPERSEDE OR LIMIT ANY
REQUIREMENT OR DUTY GOVERNING CONFLICTS  OF  INTEREST  REQUIRED  BY  ANY
OTHER LAW OR RULE.
  (E)(1)  EXCEPT  AS  PROVIDED  IN SUBPARAGRAPH THREE OF THIS PARAGRAPH,
EVERY TRUST THAT HAS TWENTY OR MORE EMPLOYEES AND IN  THE  PRIOR  FISCAL
YEAR  HAD  ANNUAL REVENUE IN EXCESS OF ONE MILLION DOLLARS SHALL ADOPT A
WHISTLEBLOWER POLICY TO PROTECT  FROM  RETALIATION  PERSONS  WHO  REPORT
SUSPECTED  IMPROPER  CONDUCT. SUCH POLICY SHALL PROVIDE THAT NO OFFICER,
TRUSTEE, EMPLOYEE OR VOLUNTEER OF A TRUST WHO IN GOOD FAITH REPORTS  ANY
ACTION OR SUSPECTED ACTION TAKEN BY OR WITHIN THE TRUST THAT IS ILLEGAL,
FRAUDULENT  OR  IN  VIOLATION  OF  ANY ADOPTED POLICY OF THE TRUST SHALL
SUFFER INTIMIDATION, HARASSMENT, DISCRIMINATION OR OTHER RETALIATION OR,
IN THE CASE OF EMPLOYEES, ADVERSE EMPLOYMENT CONSEQUENCE.
  (2) THE WHISTLEBLOWER POLICY SHALL INCLUDE THE FOLLOWING PROVISIONS:
  (A) PROCEDURES FOR THE REPORTING OF VIOLATIONS OR SUSPECTED VIOLATIONS
OF LAWS OR TRUST  POLICIES,  INCLUDING  PROCEDURES  FOR  PRESERVING  THE
CONFIDENTIALITY OF REPORTED INFORMATION;
  (B)  A REQUIREMENT THAT A TRUSTEE, OFFICER OR EMPLOYEE OF THE TRUST BE
DESIGNATED TO ADMINISTER, THE WHISTLEBLOWER POLICY AND TO REPORT TO  THE
AUDIT  COMMITTEE  OR  OTHER COMMITTEE OF INDEPENDENT TRUSTEES, OR TO THE
TRUSTEES; AND
  (C) A REQUIREMENT THAT A COPY OF THE  POLICY  BE  DISTRIBUTED  TO  ALL
TRUSTEES,  OFFICERS,  EMPLOYEES AND VOLUNTEERS, WITH INSTRUCTIONS ON HOW
TO COMPLY WITH THE PROCEDURES SET FORTH IN THE POLICY.
  (3) A TRUST THAT HAS ADOPTED  AND  POSSESSES  A  WHISTLEBLOWER  POLICY
PURSUANT  TO FEDERAL, STATE OR LOCAL LAWS THAT IS SUBSTANTIALLY CONSIST-
ENT WITH THE PROVISIONS OF SUBPARAGRAPH TWO OF THIS PARAGRAPH  SHALL  BE
DEEMED IN COMPLIANCE WITH PROVISIONS OF THIS SECTION.
  (4)  NOTHING  IN  THIS  PARAGRAPH  SHALL BE INTERPRETED TO RELIEVE ANY
TRUST FROM ANY ADDITIONAL REQUIREMENTS IN RELATION TO  INTERNAL  COMPLI-
ANCE,  RETALIATION,  OR  DOCUMENT RETENTION REQUIRED BY ANY OTHER LAW OR
RULE.

S. 5837                            62

  S 131.  Sections 1 and 3 of chapter 880 of the laws of 1937,  relating
to  incorporating  trustees  of  T.I.A.A  stock,  are  amended and a new
section 1-a is added to read as follows:
  Section  1.  John  W. Davis, Lewis W. Douglas, Henry James, Jackson E.
Reynolds and George Rublee, and their successors, and  such  persons  as
they  may  associate with themselves, are hereby constituted a [non-pro-
fit] NOT-FOR-PROFIT corporation by the  name  of  trustees  of  T.I.A.A.
stock.
  S  1-A.  ON  OR  AFTER JULY 1, 2014, THE CORPORATION MAY ELECT TO BE A
NON-CHARITABLE  CORPORATION,  AS  DEFINED  IN   SECTION   102   OF   THE
NOT-FOR-PROFIT  CORPORATION  LAW,  BY  PROVIDING  WRITTEN NOTICE OF SUCH
ELECTION TO THE ATTORNEY GENERAL AND CERTIFYING IN SUCH  WRITTEN  NOTICE
THAT  IT IS NOT EXEMPT FROM FEDERAL INCOME TAX, BUT RATHER IS TAXABLE AS
A CORPORATION PURSUANT TO THE UNITED STATES  INTERNAL  REVENUE  CODE  OF
1986,  AS  AMENDED,  AND DOES NOT SOLICIT OR RECEIVE CHARITABLE CONTRIB-
UTIONS, OR  ACCEPT  RECEIPT  OF  DONATIONS  OF  ASSETS,  FOR  CHARITABLE
PURPOSES,  AS  DEFINED  IN ARTICLE 7-A OF THE EXECUTIVE LAW AND 8-1.4 OF
THE ESTATES, POWERS AND TRUSTS LAW, AND REGULATIONS ADOPTED  THEREUNDER.
NOTWITHSTANDING THE FOREGOING, AS OF JULY 1, 2014, THE CORPORATION SHALL
BE  DEEMED A CHARITABLE CORPORATION FOR PURPOSES OF ARTICLES 1, 5, 6, 7,
8, 9 AND 10 OF THE NOT-FOR-PROFIT CORPORATION LAW.
  S 3. For the accomplishment of any of  its  purposes  the  corporation
hereby  formed shall also have power to acquire property by grant, gift,
purchase, lease, bequest or devise, either absolutely or  in  trust  and
without limitation as to character, amount or value, except such limita-
tion, if any, as the legislature shall hereafter impose, and to hold and
dispose  of  the same, and to invest, reinvest, deal with and expend the
property of the corporation in such manner as the  trustees  shall  deem
best.  It  shall  have all the powers and be subject to all restrictions
which now pertain by general law to [membership]  NOT-FOR-PROFIT  corpo-
rations  created  by special law so far as the same are applicable to it
and not inconsistent with the provisions of this act.
  S 132. Section 1 of chapter 124 of the laws of 1952 relating to incor-
porating the college retirement equities fund for  the  benefit  of  the
teaching profession is amended and a new section 1-a is added to read as
follows:
  Section  1. Laird Bell, Virgil M. Hancher, R. McAllister Lloyd, Irving
S.   Olds, Francis T.P. Plimpton, Henning  W.  Prentis,  Jr.,  Henry  M.
Wriston,  and  their  successors, and such persons as they may associate
with themselves, as provided by section five hereof, are hereby  consti-
tuted  a  [nonprofit]  NOT-FOR-PROFIT corporation by the name of College
Retirement Equities Fund.
  S 1-A. ON OR AFTER JULY 1, 2014, THE CORPORATION MAY  ELECT  TO  BE  A
NON-CHARITABLE   CORPORATION,   AS   DEFINED   IN  SECTION  102  OF  THE
NOT-FOR-PROFIT CORPORATION LAW, BY  PROVIDING  WRITTEN  NOTICE  OF  SUCH
ELECTION  TO  THE ATTORNEY GENERAL AND CERTIFYING IN SUCH WRITTEN NOTICE
THAT IT IS NOT EXEMPT FROM FEDERAL INCOME TAX, BUT RATHER IS TAXABLE  AS
A  CORPORATION  PURSUANT  TO  THE UNITED STATES INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND DOES NOT SOLICIT OR  RECEIVE  CHARITABLE  CONTRIB-
UTIONS,  OR  ACCEPT  RECEIPT  OF  DONATIONS  OF  ASSETS,  FOR CHARITABLE
PURPOSES, AS DEFINED IN SECTIONS 170 OF THE EXECUTIVE LAW AND  8-1.4  OF
THE  ESTATES, POWERS AND TRUSTS LAW, AND REGULATIONS ADOPTED THEREUNDER.
NOTWITHSTANDING THE FOREGOING, AS OF JULY 1, 2014, THE CORPORATION SHALL
BE DEEMED A CHARITABLE CORPORATION FOR PURPOSES OF ARTICLES 1, 5, 6,  7,
8, 9 AND 10 OF THE NOT-FOR-PROFIT CORPORATION LAW.

S. 5837                            63

  S  133.  Severability.  If any clause, sentence, paragraph, section or
part of this act shall be adjudged by any court of  competent  jurisdic-
tion to be invalid, the judgment shall not affect, impair, or invalidate
the  remainder  thereof,  but  shall be confined in its operation to the
clause,  sentence,  paragraph, section or part thereof directly involved
in the controversy in which the judgment shall have been rendered.
  S 134. This act shall take effect July 1, 2014, provided that  section
seventy-three  of  this  act shall take effect January 1, 2015; provided
further that section seventy-two  of  this  act  and  paragraph  (b)  of
section  8-1.9 of the estates, powers and trusts law as added by section
one hundred thirty of this act shall not be applicable until January  1,
2015  for any corporation or trust that had annual revenues of less than
10,000,000 dollars in the last fiscal year ending prior  to  January  1,
2014.

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