1. The Laws of New York
  2. Consolidated Laws
  3. Not-For-Profit Corporation
  4. Article 6: Members


Section 601 Members

Not-for-Profit Corporation (NPC)

  (a) A corporation shall have one or more classes of members, or, in the case of a charitable corporation, may have no members, in which case any such provision for classes of members or for no members shall be set forth in the certificate of incorporation or the by-laws. Corporations, joint-stock associations, unincorporated associations and partnerships, as well as any other person without limitation, may be members, provided however, that effective July first, two thousand nineteen, no corporation except a corporation that has no members, shall have a membership comprised of fewer than three persons. A corporation may have a corporation, joint-stock association, unincorporated association or partnership as a sole member, if such corporation, joint-stock association, unincorporated association or partnership is owned or controlled by no fewer than three persons.

  (b) If the corporation has two or more classes of members, the designation and characteristics of each class and the qualifications and rights of, and limitations upon, the members of each class may be set forth in the certificate of incorporation, the by-laws or, if the by-laws so provide, a resolution of the board.

  (c) If the corporation has members, membership may be effected and evidenced by:

  (1) Signature on the certificate of incorporation.

  (2) Designation in the certificate of incorporation or the by-laws.

  (3) Membership certificate or card or capital certificate.

  (4) Such method, including but not limited to the foregoing, as is prescribed by the certificate of incorporation or the by-laws.

  (d) Membership certificates or cards shall not be transferable. If the certificate of incorporation or by-laws permits transfer of membership, upon each such transfer the certificate or card issued to a former member shall be surrendered, and a new certificate or card shall be issued to the new member.

  (e) Except as otherwise provided in this chapter or the certificate of incorporation or the by-laws, membership shall be terminated by death, resignation, expulsion, expiration of a term of membership or dissolution and liquidation under articles 10 and 11.