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Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 1
§ 102. Definitions.

(a) As used in this chapter, unless the context otherwise requires,
the term:

(1) "Bonds" includes secured and unsecured bonds, debentures, and

(2) "By-laws" means the code or codes of rules adopted for the
regulation or management of the affairs of the corporation irrespective
of the name or names by which such rules are designated.

(3) "Certificate of incorporation" includes (A) the original
certificate of incorporation or any other instrument filed or issued
under any statute to form a domestic or foreign corporation, as amended,
supplemented or restated by certificates of amendment, merger or
consolidation or other certificates or instruments filed or issued under
any statute; or (B) a special act or charter creating a domestic or
foreign corporation, as amended, supplemented or restated.

(3-a) "Charitable corporation" means any corporation formed, or for
the purposes of this chapter, deemed to be formed, for charitable

(3-b) "Charitable purposes" of a corporation means one or more of the
following purposes: charitable, educational, religious, scientific,
literary, cultural or for the prevention of cruelty to children or

(4) "Conducting of activities" of a corporation means the operations
for the conduct of which such corporation is formed and may constitute
"doing of business" or "transaction of business" as those terms are used
in the statutes of this state.

(5) "Corporation" or "domestic corporation" means a corporation (1)
formed under this chapter, or existing on its effective date and
theretofore formed under any other general statute or by any special act
of this state, exclusively for a purpose or purposes, not for pecuniary
profit or financial gain, for which a corporation may be formed under
this chapter, and (2) no part of the assets, income or profit of which
is distributable to, or enures to the benefit of, its members, directors
or officers except to the extent permitted under this statute.

(6) "Director" means any member of the governing board of a
corporation, 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

(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, and the number within that range has not been fixed in
accordance with paragraph (a) of section seven hundred two of this
chapter, then the "entire board" shall consist of the number of
directors within such range that were elected or appointed as of the
most recently held election of directors, as well as any directors whose
terms have not yet expired.

(7) "Foreign corporation" means a corporation formed under laws other
than the statutes of this state, which, if formed under the statutes of
this state, would be within the term "corporation or domestic
corporation" as herein defined. "Authorized", when used with respect to
a foreign corporation, means having authority under Article 13 (Foreign
Corporations) to conduct activities of the corporation in this state.

(7-a) "Infant" or "minor" means any person who has not attained the
age of eighteen years.

(8) "Insolvent" means being unable to pay debts as they become due in
the usual course of the debtor's business.

(9) "Member" means one having membership rights in a corporation in
accordance with the provisions of its certificate of incorporation or

(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

(10) "Not-for-profit corporation" means a corporation as defined in
subparagraph (5).

(11) "Office of a corporation" means the office the location of which
is stated in the certificate of incorporation of a domestic corporation,
or in the application for authority of a foreign corporation or an
amendment thereof. Such office need not be a place where activities are
conducted by such corporation.

(12) "Process" means judicial process and all orders, demands, notices
or other papers required or permitted by law to be personally served on
a domestic or foreign corporation, for the purpose of acquiring
jurisdiction of such corporation in any action or proceeding, civil or
criminal, whether judicial, administrative, arbitrative or otherwise, in
this state or in the federal courts sitting in or for this state.

(15) "Governing board" means the body responsible for the management
of a corporation or of an institutional fund.

(16) "Historic dollar value" means the aggregate fair value in dollars
of (i) an endowment fund at the time it became an endowment fund, (ii)
each subsequent donation to the fund at the time it is made, and (iii)
each accumulation made pursuant to a direction in the applicable gift
instrument at the time the accumulation is added to the fund. The
determination of historic dollar value made in good faith by the
corporation is conclusive.

(18) "Authorized person" means a person, whether or not a member,
officer, or director, who is authorized to act on behalf of a
corporation or foreign corporation.

(19) An "affiliate" of a corporation means any entity controlled by,
or in control of, 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 or a key person 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 person
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 corporation or an affiliate of the corporation;
(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 provided payments, property or services to, or received payments,
property or services from, the corporation or an affiliate of the
corporation if the amount paid by the corporation to the entity or
received by the corporation from the entity for such property or
services, in any of the last three fiscal years, exceeded the lesser of
ten thousand dollars or two percent of such entity's consolidated gross
revenues if the entity's consolidated gross revenue was less than five
hundred thousand dollars; twenty-five thousand dollars if the entity's
consolidated gross revenue was five hundred thousand dollars or more but
less than ten million dollars; one hundred thousand dollars if the
entity's consolidated gross revenue was ten million dollars or more; or
(iv) is not and does not have a relative who is a current owner, whether
wholly or partially, director, officer or employee of the corporation's
outside auditor or who has worked on the corporation's audit at any time
during the past three years. For purposes of this subparagraph, the
terms: "compensation" does not include 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) of this chapter; and "payment" does not include
charitable contributions, dues or fees paid to the corporation for
services which the corporation performs as part of its nonprofit
purposes, or payments made by the corporation at fixed or non-negotiable
rates or amounts for services received, provided that such services by
and to the corporation are available to individual members of the public
on the same terms, and such services received by the corporation are not
available from another source.

(22) "Relative" of an individual means (i) his or her spouse or
domestic partner as defined in section twenty-nine hundred ninety-four-a
of the public health law; (ii) his or her ancestors, brothers and
sisters (whether whole or half blood), children (whether natural or
adopted), grandchildren, great-grandchildren; or (iii) the spouse or
domestic partner of his or her brothers, sisters, children,
grandchildren, and great-grandchildren.

(23) "Related party" means (i) any director, officer or key person of
the corporation or any affiliate of the corporation; (ii) any relative
of any individual described in clause (i) of this subparagraph; or (iii)
any entity in which any individual described in clauses (i) and (ii) of
this subparagraph has a thirty-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

(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, except that a transaction shall not be a related party
transaction if: (i) the transaction or the related party's financial
interest in the transaction is de minimis, (ii) the transaction would
not customarily be reviewed by the board or boards of similar
organizations in the ordinary course of business and is available to
others on the same or similar terms, or (iii) the transaction
constitutes a benefit provided to a related party solely as a member of
a class of the beneficiaries that the corporation intends to benefit as
part of the accomplishment of its mission which benefit is available to
all similarly situated members of the same class on the same terms.

(25) "Key person" means any person, other than a director or officer,
whether or not an employee of the corporation, who (i) has
responsibilities, or exercises powers or influence over the corporation
as a whole similar to the responsibilities, powers, or influence of
directors and officers; (ii) manages the corporation, or a segment of
the corporation that represents a substantial portion of the activities,
assets, income or expenses of the corporation; or (iii) alone or with
others controls or determines a substantial portion of the corporation's
capital expenditures or operating budget.