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ration, each amendment thereto, and any certificate of merger, consol-
idation or dissolution involving such corporation to the office of chil-
dren and family services within thirty days after RECEIPT OF
CONFIRMATION OF the filing of such certificate, amendment, merger,
consolidation or dissolution with the department of state. This require-
ment shall also apply to any foreign corporation filing an application
for authority under section thirteen hundred four of this chapter, any
amendments thereto, and any surrender of authority or termination of
authority in this state of such corporation.
(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, or in the case of a college
or a university, the written authorization of the Regents OF THE UNIVER-
SITY OF THE STATE OF NEW YORK. 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 [provide] MAIL a certified copy of the certificate of incorpo-
ration 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] RECEIPT OF CONFIRMA-
TION OF filing.
S 4. Section 606 of the not-for-profit corporation law, as amended by
chapter 549 of the laws of 2013, is amended to read as follows:
S 606. Waivers of notice.
Notice of meeting need not be given to any member who submits a 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 OR
HER signature to be affixed to such waiver by any reasonable means,
including, but not limited to facsimile signature. If electronic, the
transmission of the waiver must 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 OR HER.
S 5. Paragraphs (a) and (c) of section 614 of the not-for-profit
corporation law, paragraph (a) as amended by chapter 549 of the laws of
2013, 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 upon
the consent of all of the members entitled to vote thereon, which
consent shall set forth the action so taken. Such consent may be written
or electronic. 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 OR HER signature to be affixed to such
[waiver] 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,
information from which it can reasonably be determined that the trans-
mission was authorized by the member. This paragraph shall not be
construed to alter or modify any provision in a certificate of incorpo-
ration not inconsistent with this chapter under which the written
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consent of less than all of the members is sufficient for corporate
action.
(c) When there are no members of record, such action may be taken on
the written consent signed by a majority in interest of the subscribers
for capital certificates whose subscriptions have been accepted or their
successors in interest or, if no subscription has been accepted, on the
written consent signed by the incorporator or a majority of the incorpo-
rators. When there are two or more incorporators, if any dies or is for
any reason unable to act, the other or others may act. If there is no
incorporator able to act, any person for whom an incorporator was acting
as agent may act in his OR HER stead, or if such other person also dies
or is for any reason unable to act, his OR HER legal representative may
act.
S 6. Paragraph (c) of section 711 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, 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 waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to 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] WAIVER must be sent by electronic mail and set forth,
or be submitted with, information from which it can reasonably be deter-
mined that the transmission was authorized by the director.
S 7. Paragraph (a) of section 909 of the not-for-profit corporation
law, as amended by chapter 549 of the laws of 2013, is amended to read
as follows:
(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] MAIL 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 RECEIPT
OF CONFIRMATION OF the filing of such merger or consolidation with the
department of state.
S 8. Subparagraph 8 of paragraph (a) of section 1003 of the not-for-
profit corporation law, as amended by chapter 549 of the laws of 2013,
is amended to read as follows:
(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
APPROVAL OF THE ATTORNEY GENERAL OR OF THE COURT 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 distribute, or having no assets to
distribute other than a reserve not to exceed twenty-five thousand
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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 dissol-
ution, 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.
S 9. Subparagraphs 7 and 9 of paragraph (a) of section 1304 of the
not-for-profit corporation law, subparagraph 7 as renumbered by chapter
590 of the laws of 1982 and subparagraph 9 as amended by section 8 of
part D of chapter 58 of the laws of 2006, are amended to read as
follows:
(7) If it is to have a registered agent, [his] THE name and address OF
THE AGENT within this state and a statement that the registered agent is
to be its agent upon whom process against it may be served.
(9) Any provision required by any governmental body or officer or
other person or body as a condition for giving the consent or approval
required for the filing of such application for authority, provided such
provision is not inconsistent with this chapter or any other statute of
this state. A corporation whose statement of purposes to be conducted in
this state specifically includes the establishment or operation of a
child day care center, as that term is defined in section three hundred
ninety of the social services law, shall provide a certified copy of any
application for authority and any amendment thereto involving such
corporation to the office of children and family services within thirty
days after RECEIPT OF CONFIRMATION OF the filing of such application or
amendment with the department of state.
S 10. Paragraph c of subdivision 4 of section 216-a of the education
law, as amended by chapter 549 of the laws of 2013, 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 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 twenty-one to the extent that it
refers to paragraph (d) of section seven hundred six,] article eight
except section eight hundred four, section nine hundred seven, section
one thousand twelve and article fourteen.
S 11. Subdivision (b) of section 16.32 of the mental hygiene law, as
amended by chapter 549 of the laws of 2013, 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 charitable corpo-
ration as defined in paragraph (a) of section one hundred two (Defi-
nitions) of the not-for-profit corporation law to another [type B] CHAR-
ITABLE corporation, or a loan for a temporary or emergency purpose which
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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 meet-
ing, and, if approved by such board, such disclosure shall also be
forwarded in writing to the commissioner and to the director of communi-
ty 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 authorizing it or
participating in it, but the obligation of the borrower with respect to
the loan shall not be affected thereby.
S 12. Subdivision (b) of section 31.31 of the mental hygiene law, as
amended by chapter 549 of the laws of 2013, 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 charitable corpo-
ration as defined in paragraph (a) of section one hundred two (Defi-
nitions) of the not-for-profit corporation law to another [type B] CHAR-
ITABLE 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 meet-
ing, and, if approved by such board, such disclosure shall also be
forwarded in writing to the commissioner and to the director of communi-
ty 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 authorizing it or
participating in it, but the obligation of the borrower with respect to
the loan shall not be affected thereby.
S 13. 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 reminder 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 14. This act shall take effect immediately.