1. The Laws of New York
  2. Consolidated Laws
  3. Not-For-Profit Corporation
  4. Article 14: Special Not-for-profit Corporations


Section 1410 Boards of trade and chambers of commerce

Not-for-Profit Corporation (NPC)

  (a) Definitions.

  (1) A board of trade is a corporation formed for the purpose of fostering trade and commerce, or the interests of those having a common trade, business, financial or professional interest, to reform abuses relative thereto, to secure freedom from unjust or unlawful exactions, to diffuse accurate and reliable information as to the standing of merchants and other matters, to procure uniformity and certainty in the customs and usages of trade and commerce, and of those having a common trade, business, financial or professional interest; to settle and adjust differences between its members and others and to promote a more enlarged and friendly intercourse among business people; to advance the civic, commercial, industrial and agricultural interests of the territory where the corporation is situate; to promote the general welfare and prosperity of such territory and to stimulate public sentiment to these ends; and to provide such civic, commercial, industrial, agricultural and social features as will promote these purposes.

  (2) A chamber of commerce is a corporation, the members of which are in diverse lines of business, membership in which is not restricted to, nor in practice consists primarily of, persons, partnerships or corporations engaged in or carrying on the same, allied or interdependent lines of business, and which is formed for the purpose of fostering trade and commerce, or the interests of those carrying on such trade and commerce; to promote the general welfare and prosperity of the state, territory or community in which such corporation is situate; to reform abuses involving business, professional or financial interests, to secure freedom from unjust or unlawful exactions, to diffuse accurate and reliable information as to the standing of merchants and other matters, to procure uniformity and certainty in the customs and usages of trade and commerce; to settle and adjust differences between its members and others, and to promote a more enlarged and friendly intercourse among businessmen; to advance the civic, commercial, industrial and agricultural interests of the territory where the corporation is situate; to provide such features as will promote these purposes, and to stimulate public sentiment to these ends. A corporation formed before the first day of January, eighteen hundred seventy-five, the purposes and activities of which are those of a chamber of commerce as herein defined, shall be a chamber of commerce regardless of its name, and shall not be required to change its existing name by reason of this subparagraph.

  (b) Type of corporation.

  A board of trade or a chamber of commerce is a non-charitable corporation under this chapter.

  (c) Special powers.

  (1) A board of trade or a chamber of commerce organized for the purposes set forth in paragraph (a), shall have the power to be appointed and to act under the order or appointment of any court of competent jurisdiction as receiver or trustee of the property or estate of any person or corporation in insolvency and bankruptcy proceedings, and to act as assignee or trustee for the benefit of creditors in any case in which a member or members of such board of trade or a chamber of commerce are creditors of such insolvent or bankrupt estate; or of such assignor for the benefit of creditors; or in any other instance where the purposes of the corporation might reasonably be involved.

  (2) A board of trade or chamber of commerce organized for the purposes set forth in paragraph (a) may make loans to its members, directors or officers, or to any other corporation, firm, association or other entity in which one or more of its members, directors or officers are directors or officers or hold a financial interest, in any case where its board of directors finds that the making of such loan will be in furtherance of its corporate purposes and for a lawful public or quasi-public objective.

  (3) A board of trade organized for the purposes set forth in paragraph (a) of this section may make distributions of cash or property to, or confer other benefits upon, its members, or former members, prior to dissolution or final liquidation in any case where the board of directors of such corporation finds that such cash, property or other benefit is not required for the conduct of its corporate purposes; provided, however, that no such action shall be taken when the corporation is currently insolvent or would thereby be made insolvent or rendered unable to carry on its corporate purposes, or when the fair value of the corporation's assets remaining after the taking of such action would be insufficient to meet its liabilities.

  (4) A board of trade organized for the purposes set forth in paragraph (a) of this section may provide in its certificate of incorporation or by-laws that the members or any class of members shall, with respect to any matter on which the members of such class are entitled to vote, have more than, or less than, one vote.