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This entry was published on 2023-04-07
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General and special powers
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 2
§ 202. General and special powers.

(a) Each corporation, subject to any limitations provided in this
chapter or any other statute of this state or its certificate of
incorporation, shall have power in furtherance of its corporate

(1) To have perpetual duration.

(2) To sue and be sued in all courts and to participate in actions and
proceedings, whether judicial, administrative, arbitrative or otherwise,
in like cases as natural persons.

(3) To have a corporate seal, and to alter such seal at pleasure, and
to use it by causing it or a facsimile to be affixed or impressed or
reproduced in any other manner.

(4) To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with, real or personal property, or any
interest therein, wherever situated.

(5) To sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, or create a security interest in, all or any
of its property, or any interest therein, wherever situated.

(6) To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, vote, employ, sell, lend, lease, exchange, transfer, or
otherwise dispose of, mortgage, pledge, use and otherwise deal in and
with, bonds and other obligations, shares, or other securities or
interests issued by others, whether engaged in similar or different
business, governmental, or other activities.

(7) To make capital contributions or subventions to other
not-for-profit corporations.

(8) To accept subventions from other persons or any unit of

(9) To make contracts, give guarantees and incur liabilities, borrow
money at such rates of interest as the corporation may determine, issue
its notes, bonds and other obligations, and secure any of its
obligations by mortgage or pledge of all or any of its property or any
interest therein, wherever situated.

(10) To lend money, invest and reinvest its funds, and take and hold
real and personal property as security for the payment of funds so
loaned or invested.

(11) To conduct the activities of the corporation and have offices and
exercise the powers granted by this chapter in any jurisdiction within
or without the United States.

(12) To elect or appoint officers, employees and other agents of the
corporation, define their duties, fix their reasonable compensation and
the reasonable compensation of directors, and to indemnify corporate
personnel. Such compensation shall be commensurate with services

(13) To adopt, amend or repeal by-laws, including emergency by-laws
made pursuant to subdivision seventeen of section twelve of the state
defense emergency act, relating to the activities of the corporation,
the conduct of its affairs, its rights or powers or the rights or powers
of its members, directors or officers.

(14) To make donations, irrespective of corporate benefit, for the
public welfare or for community fund, hospital, charitable, educational,
scientific, civic or similar purposes, and in time of war or other
national emergency in aid thereof.

(15) To be a member, associate or manager of other non-profit
activities or to the extent permitted in any other jurisdiction to be an
incorporator of other corporations, and to be a partner in a
redevelopment company formed under the private housing finance law.

(16) To have and exercise all powers necessary to effect any or all of
the purposes for which the corporation is formed.

(b) If any general or special law heretofore passed, or any
certificate of incorporation, shall limit the amount of property a
corporation may take or hold, or the yearly income from the corporate
assets or any part thereof, such corporation may take and hold property
of the value of fifty million dollars or less, or the yearly income
derived from which shall be six million dollars or less, or may receive
yearly income from such corporate assets of six million dollars or less,
notwithstanding any such limitations. In computing the value of such
property, no increase in value arising otherwise than from improvements
made thereon shall be taken into account.

(c) When any corporation shall have sold or conveyed any part of its
real property, the supreme court, notwithstanding a restriction in any
general or special law, may authorize it to purchase and hold from time
to time other real property, upon satisfactory proof that the value of
the property so purchased does not exceed the value of the property so
sold and conveyed within the three years next preceding the application.

(d) A corporation formed under general or special law to provide
parks, playgrounds or cemeteries, or buildings and grounds for camp or
grove meetings. Sunday school assemblies, cemetery purposes, temperance,
missionary, educational, scientific, musical and other meetings, subject
to the ordinances and police regulations of the county, city, town, or
village in which such parks, playgrounds, cemeteries, buildings and
grounds are situated, may appoint from time to time one or more special
police officers, with power to remove the same at pleasure. Such special
police officers shall preserve order in and about such parks,
playgrounds, cemeteries, buildings and grounds, and the approaches
thereto, and to protect the same from injury, and shall enforce the
established rules and regulations of the corporation. Every police
officer so appointed shall within fifteen days after his or her
appointment and before entering upon the duties of his or her office,
take and subscribe the oath of office prescribed in the thirteenth
article of the constitution of the state of New York, which oath shall
be filed in the office of the county clerk of the county where such
grounds are situated. A police officer appointed under this section when
on duty shall wear conspicuously a metallic shield with the name of the
corporation which appointed him or her inscribed thereon. The
compensation of police officers appointed under this section shall be
paid by the corporation by which they are appointed.

(e) Any wilful trespass in or upon any of the parks, playgrounds,
buildings or grounds provided for the purposes mentioned in the
preceding paragraph, or upon the approaches thereto, and any wilful
injury to any of the said parks, playgrounds, buildings or grounds, or
to any trees, shrubbery, fences, fixtures or other property thereon or
pertaining thereto, and any wilful disturbance of the peace thereon by
intentional breach of the rules and regulations of the corporation, is a

(f) No corporation shall conduct activities in New York state under
any name, other than that appearing in its certificate of incorporation,
without compliance with the filing provisions of section one hundred
thirty of the general business law governing the conduct of business
under an assumed name.

(g) Every corporation receiving any kind of state funding shall ensure
the provision on any form required to be completed at application or
recertification for the purpose of obtaining financial assistance
pursuant to this chapter, that the application form shall contain a
check-off question asking whether the applicant or recipient or a member
of his or her family served in the United States military, and an option
to answer in the affirmative. Where the applicant or recipient answers
in the affirmative to such question, the not-for-profit corporation
shall ensure that contact information for the state department of
veterans' services is provided to such applicant or recipient in
addition to any other materials provided.