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This entry was published on 2014-09-22
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SECTION 103
Application
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 1
§ 103. Application.

(a) Except as otherwise provided in this section, this chapter applies
to every domestic corporation as herein defined, and to every foreign
corporation as herein defined which is authorized to conduct or which
conducts any activities in this state. This chapter also applies to any
other domestic corporation or foreign corporation of any kind to the
extent, if any, provided under this chapter or any law governing such
corporation and, if no such provision for application is made, to the
extent, if any, that the membership corporations law applied to such
corporation as of the effective date of this chapter. A corporation
formed by a special act of this state which has as its principal purpose
an education purpose and which is a member of the university of the
state of New York, is an "education corporation" under section two
hundred sixteen-a of the education law.

To the extent that the membership corporations law or the general
corporation law applied to it as of the effective date of this chapter,
the corresponding provisions of this chapter apply to a corporation
heretofore formed by or pursuant to a special act of this state other
than a religious corporation or an "education corporation" under clause
(b) of subdivision one of section two hundred sixteen-a of the education
law, if (1) its principal purpose is a religious, charitable or
education purpose, and (2) it is operated, supervised or controlled by
or in connection with a religious organization. Any such corporation may
at any time after the effective date of this chapter file a restated
certificate of incorporation under section 805 (restated certificate of
incorporation) including a statement that it elects to have this chapter
apply in all respects to it. The restated certificate of incorporation
shall conform with the requirements of section 402 (certificate of
incorporation; contents) for new corporations. Upon the filing of such
certificate by the department of state, this chapter shall apply in all
respects to such corporation.

This chapter also applies to any other corporation of any kind, formed
not-for-profit under any other chapter of the laws of this state except
a chapter of the consolidated laws, to the extent that provisions of
this chapter do not conflict with the provisions of such unconsolidated
law. If an applicable provision of such unconsolidated law relates to a
matter embraced in this chapter but is not in conflict therewith, both
provisions shall apply. Any corporation to which this chapter is made
applicable by this paragraph shall be treated as a "corporation" or
"domestic corporation" as such terms are used in this chapter, except
that the purposes of any such corporation formed or formable under such
unconsolidated law shall not thereby be extended. For the purpose of
this paragraph, the effective date of this chapter as to corporations to
which this chapter is made applicable by this paragraph shall be
September one, nineteen hundred seventy-three.

(b) The general corporation law does not apply to a corporation of any
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 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 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 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.

(d) A corporation whose formation under this chapter is authorized by
another corporate law is, unless otherwise provided by such corporate
law, subject to all the provisions of this chapter that are applicable
to a charitable corporation formed under this chapter.

(e) This chapter applies to commerce with foreign nations and among
the several states, and to corporations formed by or under any act of
congress, only to the extent permitted under the constitution and laws
of the United States.

(f) The enactment of this chapter shall not affect the duration of a
corporation which is existing on the effective date of this chapter. Any
such existing corporation, its members, directors and officers shall
have the same rights and be subject to the same limitations,
restrictions, liabilities and penalties as a corporation formed under
this chapter, its members, directors and officers.

(g) This chapter shall not affect any cause of action, liability,
penalty or action or special proceeding, which on the effective date of
this chapter, is accrued, existing, incurred or pending but the same may
be asserted, enforced, prosecuted or defended as if this chapter had not
been enacted.