Bill Text: NY A05727 | 2011-2012 | General Assembly | Introduced


Bill Title: Relates to the overall operation of non-profit entities in the state of New York.

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Introduced - Dead) 2012-01-04 - referred to corporations, authorities and commissions [A05727 Detail]

Download: New_York-2011-A05727-Introduced.html
                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                         5727
                              2011-2012 Regular Sessions
                                 I N  A S S E M B L Y
                                   February 25, 2011
                                      ___________
       Introduced  by M. of A. BRENNAN -- read once and referred to the Commit-
         tee on Corporations, Authorities and Commissions
       AN ACT to amend the not-for-profit corporation law, in relation  to  its
         recodification,  reorganization,  and  overall operation of non-profit
         entities in New York state; and to repeal certain provisions  of  such
         law relating thereto
         THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
       BLY, DO ENACT AS FOLLOWS:
    1    Section 1. Article 1 of the not-for-profit corporation law is REPEALED
    2  and a new article 1 is added to read as follows:
    3                                   ARTICLE 1
    4                   SHORT TITLE; DEFINITIONS; APPLICATION;
    5                         CERTIFICATES; MISCELLANEOUS
    6  SECTION 101.   SHORT TITLE.
    7          102.   DEFINITIONS.
    8          103.   APPLICATION.
    9          103-A. RELATIONSHIP TO OTHER LAWS.
   10          104.   CERTIFICATES; REQUIREMENTS, SIGNING,  FILING,  EFFECTIVE-
   11                   NESS.
   12          104-A. FEES.
   13          105.   CERTIFICATES; CORRECTIONS.
   14          106.   CERTIFICATES AS EVIDENCE.
   15          107.   CORPORATE SEAL AS EVIDENCE.
   16          108.   WHEN   NOTICE  OR  LAPSE  OF  TIME  UNNECESSARY;  NOTICES
   17                   DISPENSED WITH WHEN DELIVERY IS PROHIBITED.
   18          109.   RESERVATION OF POWER.
   19          110.   EFFECT OF INVALIDITY OF PART OF CHAPTER; SEVERABILITY.
   20          111.   REFERENCES.
   21          112.   ACTIONS OR SPECIAL PROCEEDINGS BY ATTORNEY-GENERAL.
   22          114.   VISITATION OF SUPREME COURT.
   23  S 101. SHORT TITLE.
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD09347-01-1
       A. 5727                             2
    1    THIS CHAPTER SHALL BE KNOWN AS THE "NON-PROFIT  CORPORATION  LAW"  AND
    2  MAY BE CITED AS "NPCL".
    3  S 102. DEFINITIONS.
    4    (A)  AS  USED  IN THIS CHAPTER, UNLESS THE CONTEXT OTHERWISE REQUIRES,
    5  THE TERM:
    6    (1) "ASSETS RECEIVED FOR SPECIFIC PURPOSES" MEANS FUNDS OR OTHER  REAL
    7  OR PERSONAL PROPERTY OF ANY KIND, THAT MAY BE GIVEN, GRANTED, BEQUEATHED
    8  OR DEVISED TO OR OTHERWISE VESTED IN A CORPORATION IN TRUST FOR, OR WITH
    9  A DIRECTION TO APPLY THE SAME TO, ANY PARTICULAR PURPOSE.
   10    (2) "AUTHORIZED PERSON" MEANS A PERSON, WHETHER OR NOT A MEMBER, OFFI-
   11  CER, OR DIRECTOR, WHO IS AUTHORIZED TO ACT ON BEHALF OF A CORPORATION OR
   12  FOREIGN CORPORATION.
   13    (3)  "BONDS"  INCLUDES  SECURED  AND  UNSECURED BONDS, DEBENTURES, AND
   14  NOTES.
   15    (4) "BY-LAWS" MEANS THE CODE OR CODES OF RULES ADOPTED FOR  THE  REGU-
   16  LATION  OR  MANAGEMENT OF THE AFFAIRS OF THE CORPORATION IRRESPECTIVE OF
   17  THE NAME OR NAMES BY WHICH SUCH RULES ARE DESIGNATED.
   18    (5) "CERTIFICATE OF INCORPORATION" INCLUDES (I) THE  ORIGINAL  CERTIF-
   19  ICATE OF INCORPORATION OR ANY OTHER INSTRUMENT FILED OR ISSUED UNDER ANY
   20  STATUTE  TO  FORM A DOMESTIC OR FOREIGN CORPORATION, AS AMENDED, SUPPLE-
   21  MENTED OR RESTATED BY CERTIFICATES OF AMENDMENT, MERGER OR CONSOLIDATION
   22  OR OTHER CERTIFICATES OR INSTRUMENTS FILED OR ISSUED UNDER ANY  STATUTE;
   23  OR  (II)  A SPECIAL ACT OR CHARTER CREATING A DOMESTIC OR FOREIGN CORPO-
   24  RATION, AS AMENDED, SUPPLEMENTED OR RESTATED.
   25    (6) "CHARITABLE PURPOSES" OF A CORPORATION MEANS PURPOSES CONTAINED IN
   26  THE CERTIFICATE OF INCORPORATION OF THE CORPORATION THAT ARE CHARITABLE,
   27  EDUCATIONAL,  RELIGIOUS,  SCIENTIFIC,  LITERARY,  CULTURAL  OR  FOR  THE
   28  PREVENTION OF CRUELTY TO CHILDREN OR ANIMALS.
   29    (7)  "CONDUCTING  OF ACTIVITIES" OF A CORPORATION MEANS THE OPERATIONS
   30  FOR THE CONDUCT OF WHICH SUCH CORPORATION IS FORMED AND  MAY  CONSTITUTE
   31  "DOING OF BUSINESS" OR "TRANSACTION OF BUSINESS" AS THOSE TERMS ARE USED
   32  IN THE STATUTES OF THIS STATE.
   33    (8)  "CORPORATION"  OR  "DOMESTIC CORPORATION" MEANS A CORPORATION (I)
   34  FORMED UNDER THIS CHAPTER, OR EXISTING ON ITS EFFECTIVE DATE AND  THERE-
   35  TOFORE  FORMED  UNDER ANY OTHER GENERAL STATUTE OR BY ANY SPECIAL ACT OF
   36  THIS STATE, EXCLUSIVELY FOR A PURPOSE OR  PURPOSES,  NOT  FOR  PECUNIARY
   37  PROFIT  OR  FINANCIAL  GAIN, FOR WHICH A CORPORATION MAY BE FORMED UNDER
   38  THIS CHAPTER, AND (II) NO PART OF THE ASSETS, INCOME OR PROFIT OF  WHICH
   39  IS DISTRIBUTABLE TO, OR INURES TO THE BENEFIT OF, ITS MEMBERS, DIRECTORS
   40  OR OFFICERS EXCEPT TO THE EXTENT PERMITTED UNDER THIS STATUTE.
   41    (9)  "DIRECTOR"  MEANS  ANY  MEMBER OF THE GOVERNING BOARD OF A CORPO-
   42  RATION, WHETHER DESIGNATED AS DIRECTOR, TRUSTEE, MANAGER,  GOVERNOR,  OR
   43  BY ANY OTHER TITLE. THE TERM "BOARD" MEANS "BOARD OF DIRECTORS".
   44    (10)  "ENDOWMENT FUND" MEANS AN INSTITUTIONAL FUND, OR ANY PART THERE-
   45  OF, NOT WHOLLY EXPENDABLE BY THE CORPORATION ON A  CURRENT  BASIS  UNDER
   46  THE SPECIFIC TERMS OF ALL APPLICABLE GIFT INSTRUMENTS.
   47    (11) "FOREIGN CORPORATION" MEANS A CORPORATION FORMED UNDER LAWS OTHER
   48  THAN  THE STATUTES OF THIS STATE, WHICH, IF FORMED UNDER THE STATUTES OF
   49  THIS STATE, WOULD BE WITHIN THE TERM  "CORPORATION  OR  DOMESTIC  CORPO-
   50  RATION"  AS  DEFINED  IN  THIS  SECTION.    "AUTHORIZED", WHEN USED WITH
   51  RESPECT TO A FOREIGN CORPORATION, MEANS HAVING AUTHORITY  UNDER  ARTICLE
   52  13  OF  THIS  CHAPTER  TO  CONDUCT ACTIVITIES OF THE CORPORATION IN THIS
   53  STATE.
   54    (12) "GIFT INSTRUMENT" MEANS A WILL, DEED, GRANT,  CONVEYANCE,  AGREE-
   55  MENT,  MEMORANDUM,  COURT  ORDER,  WRITING  OR  OTHER GOVERNING DOCUMENT
   56  (INCLUDING THE TERMS OF ANY INSTITUTIONAL SOLICITATIONS  FROM  WHICH  AN
       A. 5727                             3
    1  INSTITUTIONAL  FUND  RESULTED) UNDER WHICH PROPERTY IS TRANSFERRED TO OR
    2  ACQUIRED BY A CORPORATION AS AN INSTITUTIONAL FUND.
    3    (13)  "GOVERNING  BOARD" MEANS THE BODY RESPONSIBLE FOR THE MANAGEMENT
    4  OF A CORPORATION OR OF AN INSTITUTIONAL FUND.
    5    (14) "HISTORIC DOLLAR VALUE" MEANS THE AGGREGATE FAIR VALUE IN DOLLARS
    6  OF (I) AN ENDOWMENT FUND AT THE TIME IT BECAME AN ENDOWMENT  FUND,  (II)
    7  EACH  SUBSEQUENT  DONATION TO THE FUND AT THE TIME IT IS MADE, AND (III)
    8  EACH ACCUMULATION MADE PURSUANT TO A DIRECTION IN  THE  APPLICABLE  GIFT
    9  INSTRUMENT AT THE TIME THE ACCUMULATION IS ADDED TO THE FUND. THE DETER-
   10  MINATION  OF HISTORIC DOLLAR VALUE MADE IN GOOD FAITH BY THE CORPORATION
   11  IS CONCLUSIVE.
   12    (15) "INFANT" OR "MINOR" MEANS ANY PERSON WHO HAS NOT ATTAINED THE AGE
   13  OF EIGHTEEN YEARS.
   14    (16) "INSOLVENT" MEANS BEING UNABLE TO PAY DEBTS AS THEY BECOME DUE IN
   15  THE USUAL COURSE OF THE DEBTOR'S BUSINESS.
   16    (17) "INSTITUTIONAL FUND" MEANS A FUND FOR THE EXCLUSIVE USE,  BENEFIT
   17  OR  PURPOSES  OF A CORPORATION, HELD EITHER BY THE CORPORATION ITSELF OR
   18  ON BEHALF OF THE CORPORATION BY A PERSON OR ENTITY WHOSE SOLE  AUTHORITY
   19  WITH  RESPECT TO THE FUND HAS BEEN DELEGATED BY THE CORPORATION PURSUANT
   20  TO SECTION 514 OF THIS CHAPTER, BUT DOES NOT INCLUDE (I) A FUND HELD FOR
   21  A CORPORATION BY A TRUSTEE THAT IS NOT A NON-PROFIT  CORPORATION  (OTHER
   22  THAN  A  TRUSTEE  WHOSE SOLE AUTHORITY WITH RESPECT TO THE FUND HAS BEEN
   23  DELEGATED BY THE CORPORATION PURSUANT TO SECTION 514 OF  THIS  CHAPTER),
   24  OR  (II)  A  FUND IN WHICH A BENEFICIARY THAT IS NOT A NON-PROFIT CORPO-
   25  RATION HAS AN INTEREST (OTHER THAN POSSIBLE RIGHTS THAT COULD ARISE UPON
   26  VIOLATION OR FAILURE OF THE PURPOSES OF THE FUND).
   27    (18) "MEMBER" MEANS ONE HAVING MEMBERSHIP RIGHTS IN A  CORPORATION  IN
   28  ACCORDANCE  WITH  THE  PROVISIONS OF ITS CERTIFICATE OF INCORPORATION OR
   29  BY-LAWS.
   30    (19) "NON-PROFIT  CORPORATION"  MEANS  A  CORPORATION  AS  DEFINED  IN
   31  SUBPARAGRAPH (8) OF THIS PARAGRAPH.
   32    (20)  "OFFICE OF A CORPORATION" MEANS THE OFFICE THE LOCATION OF WHICH
   33  IS STATED IN THE CERTIFICATE OF INCORPORATION OF A DOMESTIC CORPORATION,
   34  OR IN THE APPLICATION FOR AUTHORITY  OF  A  FOREIGN  CORPORATION  OR  AN
   35  AMENDMENT  THEREOF. SUCH OFFICE NEED NOT BE A PLACE WHERE ACTIVITIES ARE
   36  CONDUCTED BY SUCH CORPORATION.
   37    (21) "ORGANIZED FOR CHARITABLE PURPOSES" MEANS THAT THE  CORPORATION'S
   38  CERTIFICATE OF INCORPORATION CONTAINS CHARITABLE PURPOSES.
   39    (22) "PROCESS" MEANS JUDICIAL PROCESS AND ALL ORDERS, DEMANDS, NOTICES
   40  OR  OTHER PAPERS REQUIRED OR PERMITTED BY LAW TO BE PERSONALLY SERVED ON
   41  A DOMESTIC OR FOREIGN CORPORATION, FOR THE PURPOSE OF  ACQUIRING  JURIS-
   42  DICTION OF SUCH CORPORATION IN ANY ACTION OR PROCEEDING, CIVIL OR CRIMI-
   43  NAL, WHETHER JUDICIAL, ADMINISTRATIVE, ARBITRATIVE OR OTHERWISE, IN THIS
   44  STATE OR IN THE FEDERAL COURTS SITTING IN OR FOR THIS STATE.
   45    (23) "PERSON" MEANS ANY ASSOCIATION, CORPORATION, JOINT STOCK COMPANY,
   46  ESTATE,  GENERAL PARTNERSHIP (INCLUDING ANY REGISTERED LIMITED LIABILITY
   47  PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP),  LIMITED  ASSOCI-
   48  ATION,  LIMITED  LIABILITY  COMPANY  (INCLUDING  A  PROFESSIONAL SERVICE
   49  LIMITED LIABILITY COMPANY), FOREIGN LIMITED LIABILITY COMPANY (INCLUDING
   50  A  FOREIGN  PROFESSIONAL  SERVICE  LIMITED  LIABILITY  COMPANY),   JOINT
   51  VENTURE,  LIMITED  PARTNERSHIP,  NATURAL  PERSON, REAL ESTATE INVESTMENT
   52  TRUST, BUSINESS TRUST OR OTHER TRUST, CUSTODIAN, NOMINEE  OR  ANY  OTHER
   53  INDIVIDUAL OR ENTITY IN ITS OWN OR ANY REPRESENTATIVE CAPACITY.
   54  S 103. APPLICATION.
   55    (A) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THIS CHAPTER APPLIES
   56  TO  EVERY  DOMESTIC CORPORATION AS DEFINED IN THIS ARTICLE, AND TO EVERY
       A. 5727                             4
    1  FOREIGN CORPORATION AS DEFINED IN THIS ARTICLE WHICH  IS  AUTHORIZED  TO
    2  CONDUCT  OR  WHICH  CONDUCTS ANY ACTIVITIES IN THIS STATE.  THIS CHAPTER
    3  ALSO APPLIES TO ANY OTHER DOMESTIC CORPORATION OR FOREIGN CORPORATION OF
    4  ANY  TYPE  OR KIND TO THE EXTENT, IF ANY, PROVIDED UNDER THIS CHAPTER OR
    5  ANY LAW GOVERNING SUCH CORPORATION AND, IF NO SUCH PROVISION FOR  APPLI-
    6  CATION  IS MADE, TO THE EXTENT, IF ANY, THAT THE MEMBERSHIP CORPORATIONS
    7  LAW APPLIED TO SUCH CORPORATION AS OF THE EFFECTIVE DATE OF  THIS  CHAP-
    8  TER.  A  CORPORATION  FORMED BY A SPECIAL ACT OF THIS STATE WHICH HAS AS
    9  ITS PRINCIPAL PURPOSE AN EDUCATION PURPOSE AND WHICH IS A MEMBER OF  THE
   10  UNIVERSITY OF THE STATE OF NEW YORK, IS AN "EDUCATION CORPORATION" UNDER
   11  SECTION TWO HUNDRED SIXTEEN-A OF THE EDUCATION LAW.
   12    TO  THE  EXTENT  THAT  THE  FORMER  MEMBERSHIP CORPORATIONS LAW OR THE
   13  FORMER GENERAL CORPORATION LAW APPLIED TO IT AS OF THE EFFECTIVE DATE OF
   14  THIS CHAPTER, THE CORRESPONDING PROVISIONS OF THIS CHAPTER  APPLY  TO  A
   15  CORPORATION  HERETOFORE  FORMED  BY OR PURSUANT TO A SPECIAL ACT OF THIS
   16  STATE OTHER THAN A RELIGIOUS CORPORATION OR AN  "EDUCATION  CORPORATION"
   17  UNDER  PARAGRAPH (B) OF SUBDIVISION ONE OF SECTION TWO HUNDRED SIXTEEN-A
   18  OF THE EDUCATION LAW, IF (1) ITS PRINCIPAL PURPOSE IS A RELIGIOUS, CHAR-
   19  ITABLE OR EDUCATION PURPOSE, AND  (2)  IT  IS  OPERATED,  SUPERVISED  OR
   20  CONTROLLED BY OR IN CONNECTION WITH A RELIGIOUS ORGANIZATION.
   21    THIS  CHAPTER  ALSO  APPLIES  TO  ANY OTHER CORPORATION OF ANY TYPE OR
   22  KIND, FORMED NOT FOR PROFIT UNDER ANY OTHER CHAPTER OF THE LAWS OF  THIS
   23  STATE  EXCEPT  A  CHAPTER  OF  THE CONSOLIDATED LAWS, TO THE EXTENT THAT
   24  PROVISIONS OF THIS CHAPTER DO NOT CONFLICT WITH THE PROVISIONS  OF  SUCH
   25  UNCONSOLIDATED  LAW.  IF  AN APPLICABLE PROVISION OF SUCH UNCONSOLIDATED
   26  LAW RELATES TO A MATTER EMBRACED IN THIS CHAPTER BUT IS NOT IN  CONFLICT
   27  THEREWITH,  BOTH  PROVISIONS  SHALL APPLY. ANY CORPORATION TO WHICH THIS
   28  CHAPTER IS MADE APPLICABLE BY THIS  PARAGRAPH  SHALL  BE  TREATED  AS  A
   29  "CORPORATION"  OR  "DOMESTIC CORPORATION" AS SUCH TERMS ARE USED IN THIS
   30  CHAPTER, EXCEPT THAT THE PURPOSES OF  ANY  SUCH  CORPORATION  FORMED  OR
   31  FORMABLE  UNDER  SUCH  UNCONSOLIDATED LAW SHALL NOT THEREBY BE EXTENDED.
   32  FOR THE PURPOSE OF THIS PARAGRAPH, THE EFFECTIVE DATE OF THIS CHAPTER AS
   33  TO CORPORATIONS TO WHICH THIS CHAPTER IS MADE APPLICABLE BY  THIS  PARA-
   34  GRAPH SHALL BE SEPTEMBER FIRST, NINETEEN HUNDRED SEVENTY-THREE.
   35    (B)  THE  BUSINESS  CORPORATION LAW DOES NOT APPLY TO A CORPORATION OF
   36  ANY TYPE OR KIND TO WHICH THIS CHAPTER APPLIES. A REFERENCE IN ANY STAT-
   37  UTE OF THIS STATE WHICH MAKES A PROVISION OF  THE  BUSINESS  CORPORATION
   38  LAW  APPLICABLE TO A CORPORATION OF ANY TYPE OR KIND TO WHICH THIS CHAP-
   39  TER IS APPLICABLE OR A REFERENCE IN ANY STATUTE  OF  THIS  STATE,  OTHER
   40  THAN  THE FORMER MEMBERSHIP CORPORATIONS LAW, WHICH MAKES A PROVISION OF
   41  THE MEMBERSHIP CORPORATIONS LAW APPLICABLE TO A CORPORATION OF ANY  TYPE
   42  OR  KIND  SHALL  BE DEEMED AND CONSTRUED TO REFER TO AND MAKE APPLICABLE
   43  THE CORRESPONDING PROVISION, IF ANY, OF THIS CHAPTER.
   44    (C) IF ANY PROVISION IN ARTICLES 1 TO 13  INCLUSIVE  OF  THIS  CHAPTER
   45  CONFLICTS  WITH A PROVISION OF ANY SUBSEQUENT ARTICLES OR OF ANY SPECIAL
   46  ACT UNDER WHICH A CORPORATION TO WHICH THIS CHAPTER APPLIES  IS  FORMED,
   47  THE  PROVISION  IN  SUCH  SUBSEQUENT  ARTICLE OR SPECIAL ACT PREVAILS. A
   48  PROVISION OF ANY SUCH SUBSEQUENT ARTICLE OR SPECIAL ACT  RELATING  TO  A
   49  MATTER  REFERRED  TO  IN  ARTICLES 1 TO 13 INCLUSIVE AND NOT IN CONFLICT
   50  THEREWITH IS SUPPLEMENTAL AND BOTH SHALL APPLY. WHENEVER THE BOARD OF  A
   51  CORPORATION, FORMED UNDER A SPECIAL ACT, REASONABLY MAKES AN INTERPRETA-
   52  TION  AS  TO  WHETHER  A  PROVISION  OF  THE SPECIAL ACT OR THIS CHAPTER
   53  PREVAILS, OR BOTH APPLY, SUCH INTERPRETATION  SHALL  GOVERN  UNLESS  AND
   54  UNTIL  A  COURT  DETERMINES  OTHERWISE,  IF SUCH BOARD HAS ACTED IN GOOD
   55  FAITH FOR A PURPOSE WHICH IT REASONABLY  BELIEVES  TO  BE  IN  THE  BEST
       A. 5727                             5
    1  INTERESTS OF THE CORPORATION, PROVIDED HOWEVER, THAT SUCH INTERPRETATION
    2  SHALL NOT BIND ANY GOVERNMENTAL BODY OR OFFICER.
    3    (D)  THIS  CHAPTER  APPLIES TO COMMERCE WITH FOREIGN NATIONS AND AMONG
    4  THE SEVERAL STATES, AND TO CORPORATIONS FORMED BY OR UNDER  ANY  ACT  OF
    5  CONGRESS,  ONLY  TO THE EXTENT PERMITTED UNDER THE CONSTITUTION AND LAWS
    6  OF THE UNITED STATES.
    7    (E) THE ENACTMENT OF THIS CHAPTER SHALL NOT AFFECT THE DURATION  OF  A
    8  CORPORATION WHICH IS EXISTING ON THE EFFECTIVE DATE OF THIS CHAPTER. ANY
    9  SUCH  EXISTING  CORPORATION,  ITS  MEMBERS, DIRECTORS AND OFFICERS SHALL
   10  HAVE  THE  SAME  RIGHTS  AND  BE  SUBJECT  TO  THE   SAME   LIMITATIONS,
   11  RESTRICTIONS,  LIABILITIES  AND  PENALTIES AS A CORPORATION FORMED UNDER
   12  THIS CHAPTER, ITS MEMBERS, DIRECTORS AND OFFICERS.
   13    (F) THIS CHAPTER SHALL NOT AFFECT  ANY  CAUSE  OF  ACTION,  LIABILITY,
   14  PENALTY  OR ACTION OR SPECIAL PROCEEDING, WHICH ON THE EFFECTIVE DATE OF
   15  THIS CHAPTER, IS ACCRUED, EXISTING, INCURRED OR PENDING BUT THE SAME MAY
   16  BE ASSERTED, ENFORCED, PROSECUTED OR DEFENDED AS IF THIS CHAPTER HAD NOT
   17  BEEN ENACTED.
   18  S 103-A. RELATIONSHIP TO OTHER LAWS.
   19    (A) THIS CHAPTER IS NOT INTENDED TO AUTHORIZE ANY ENTITY TO DO ANY ACT
   20  PROHIBITED BY ANY REGULATORY LAW.
   21    (B) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE BY OR PURSUANT TO A REGULA-
   22  TORY LAW:
   23    (1) THE FILING BY THE DEPARTMENT OF STATE OF ANY DOCUMENT  UNDER  THIS
   24  CHAPTER  SHALL  NOT  BE  EFFECTIVE  TO  EXEMPT AN ENTITY FROM ANY OF THE
   25  REQUIREMENTS OF ANY REGULATORY LAW.
   26    (2) FAILURE TO COMPLY WITH A REGULATORY  LAW  IN  CONNECTION  WITH  AN
   27  ACTION UNDER THIS CHAPTER SHALL NOT AFFECT THE VALID EXISTENCE FOLLOWING
   28  THE ACTION OF AN ENTITY THAT ENGAGED IN OR WAS A PARTY TO THE ACTION.
   29    (3) IF AN ACTION UNDER THIS CHAPTER IS ENJOINED OR REVERSED BECAUSE OF
   30  A  VIOLATION  OF  A  REGULATORY  LAW  AFTER THE FILING THAT EFFECTED THE
   31  ACTION HAS BECOME EFFECTIVE, THE ENJOINING OR  REVERSAL  OF  THE  ACTION
   32  SHALL  NOT  AFFECT  THE VALID EXISTENCE OF AN ENTITY THAT WAS A PARTY TO
   33  THE ACTION AND THE EXISTENCE OF ANY ENTITY WHOSE EXISTENCE CEASED IN THE
   34  ACTION SHALL BE REINSTATED UPON THE FILING WITH THE DEPARTMENT OF  STATE
   35  BY ANY INTERESTED PARTY OF A FINAL ORDER NOT SUBJECT TO APPEAL ENJOINING
   36  OR REVERSING THE ACTION.
   37    (C)  ANY DOCUMENT FILED BY THE DEPARTMENT OF STATE OR ANY ACTION TAKEN
   38  BY ANY PERSON UNDER THE AUTHORITY OF THIS CHAPTER IN  VIOLATION  OF  ANY
   39  REGULATORY LAW SHALL BE INEFFECTIVE AS AGAINST NEW YORK STATE, INCLUDING
   40  THE  OFFICERS,  DEPARTMENTS,  AGENCIES,  BOARDS AND COMMISSIONS THEREOF,
   41  UNLESS AND UNTIL THE VIOLATION IS CURED.
   42    (D) IF AND TO THE EXTENT THAT A REGULATORY LAW SETS  FORTH  PROVISIONS
   43  RELATING  TO  THE  GOVERNMENT AND REGULATION OF THE AFFAIRS OF AN ENTITY
   44  THAT ARE INCONSISTENT WITH THE PROVISIONS OF THIS CHAPTER  ON  THE  SAME
   45  SUBJECT, THE PROVISIONS OF THE REGULATORY LAW SHALL CONTROL.
   46    (E) AS USED IN THIS SECTION, THE TERM "REGULATORY LAW" MEANS ANY STAT-
   47  UTE, OTHER THAN AN ORGANIC LAW, REGULATING THE BUSINESS OF AN ENTITY AND
   48  ANY  RULE  OR REGULATION VALIDLY PROMULGATED UNDER SUCH A STATUTE BY ANY
   49  OFFICER, DEPARTMENT, AGENCY, BOARD OR COMMISSION OF NEW YORK STATE.
   50  S 104. CERTIFICATES; REQUIREMENTS, SIGNING, FILING, EFFECTIVENESS.
   51    (A) EVERY CERTIFICATE OR OTHER INSTRUMENT RELATING TO  A  DOMESTIC  OR
   52  FOREIGN  CORPORATION  WHICH  IS DELIVERED TO THE DEPARTMENT OF STATE FOR
   53  FILING UNDER THIS CHAPTER, OTHER THAN A CERTIFICATE OF  EXISTENCE  UNDER
   54  SECTION  1304  OF THIS CHAPTER, SHALL BE IN THE ENGLISH LANGUAGE, EXCEPT
   55  THAT THE CORPORATE NAME MAY BE IN ANOTHER LANGUAGE IF WRITTEN IN ENGLISH
   56  LETTERS OR CHARACTERS.
       A. 5727                             6
    1    (B) WHENEVER SUCH INSTRUMENT IS REQUIRED TO  SET  FORTH  THE  DATE  OF
    2  INCORPORATION OR THE DATE WHEN A CERTIFICATE OF INCORPORATION WAS FILED,
    3  THE  ORIGINAL  CERTIFICATE  OF  INCORPORATION IS MEANT. THIS REQUIREMENT
    4  SHALL BE SATISFIED, IN THE CASE OF A CORPORATION CREATED BY SPECIAL ACT,
    5  BY SETTING FORTH THE CHAPTER NUMBER AND YEAR OF PASSAGE OF SUCH ACT.
    6    (C)  EVERY  SUCH  CERTIFICATE REQUIRED UNDER THIS CHAPTER TO BE SIGNED
    7  AND DELIVERED TO THE DEPARTMENT OF  STATE  SHALL,  EXCEPT  AS  OTHERWISE
    8  SPECIFIED  IN  THE  SECTION  PROVIDING  FOR  SUCH CERTIFICATE, BE SIGNED
    9  EITHER BY AN OFFICER,  DIRECTOR,  ATTORNEY-IN-FACT  OR  DULY  AUTHORIZED
   10  PERSON  AND INCLUDE THE NAME AND THE CAPACITY IN WHICH SUCH PERSON SIGNS
   11  SUCH CERTIFICATE.
   12    (D) IF AN INSTRUMENT WHICH IS DELIVERED TO THE DEPARTMENT OF STATE FOR
   13  FILING COMPLIES AS TO FORM WITH THE REQUIREMENTS OF LAW AND  THE  FILING
   14  FEE AND TAX, IF ANY, REQUIRED BY ANY STATUTE OF THIS STATE IN CONNECTION
   15  THEREWITH  HAVE  BEEN PAID, THE INSTRUMENT SHALL BE FILED AND INDEXED BY
   16  THE DEPARTMENT OF STATE. NO CERTIFICATE OF AUTHENTICATION OR  CONFORMITY
   17  OR  OTHER PROOF SHALL BE REQUIRED WITH RESPECT TO ANY VERIFICATION, OATH
   18  OR ACKNOWLEDGMENT OF ANY INSTRUMENT DELIVERED TO THE DEPARTMENT OF STATE
   19  UNDER  THIS  CHAPTER,  IF  SUCH  VERIFICATION,  OATH  OR  ACKNOWLEDGMENT
   20  PURPORTS  TO HAVE BEEN MADE BEFORE A NOTARY PUBLIC, OR PERSON PERFORMING
   21  THE EQUIVALENT FUNCTION, OF ONE OF THE STATES, OR ANY SUBDIVISION THERE-
   22  OF, OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.  WITHOUT  LIMITING
   23  THE  EFFECT  OF  SECTION 403 OF THIS CHAPTER, FILING AND INDEXING BY THE
   24  DEPARTMENT OF STATE SHALL NOT BE DEEMED A  FINDING  THAT  A  CERTIFICATE
   25  CONFORMS TO LAW, NOR SHALL IT BE DEEMED TO CONSTITUTE AN APPROVAL BY THE
   26  DEPARTMENT  OF  STATE  OF THE NAME OF THE CORPORATION OR THE CONTENTS OF
   27  THE CERTIFICATE, NOR SHALL IT BE  DEEMED  TO  PREVENT  ANY  PERSON  WITH
   28  APPROPRIATE  STANDING  FROM CONTESTING THE LEGALITY THEREOF IN AN APPRO-
   29  PRIATE FORUM.
   30    (E) EXCEPT AS OTHERWISE PROVIDED  IN  THIS  CHAPTER,  SUCH  INSTRUMENT
   31  SHALL  BECOME  EFFECTIVE  UPON  THE  FILING THEREOF BY THE DEPARTMENT OF
   32  STATE.
   33    (F) THE DEPARTMENT OF STATE SHALL MAKE, CERTIFY AND TRANSMIT A COPY OF
   34  EACH SUCH INSTRUMENT TO THE CLERK OF THE COUNTY IN WHICH THE  OFFICE  OF
   35  THE  DOMESTIC  OR FOREIGN CORPORATION IS OR IS TO BE LOCATED. THE COUNTY
   36  CLERK SHALL FILE AND INDEX SUCH COPY.
   37  S 104-A. FEES.
   38    EXCEPT AS OTHERWISE PROVIDED, THE DEPARTMENT OF  STATE  SHALL  COLLECT
   39  THE FOLLOWING FEES PURSUANT TO THIS CHAPTER:
   40    (A) FOR THE RESERVATION OF A CORPORATE NAME PURSUANT TO SECTION 303 OF
   41  THIS CHAPTER, TEN DOLLARS.
   42    (B)  FOR  THE RESIGNATION OF A REGISTERED AGENT FOR SERVICE OF PROCESS
   43  PURSUANT TO SECTION 305 OF THIS CHAPTER, THIRTY DOLLARS.
   44    (C) FOR SERVICE OF PROCESS ON  THE  SECRETARY  OF  STATE  PURSUANT  TO
   45  SECTION  306 OR 307 OF THIS CHAPTER, FORTY DOLLARS. IF THE SERVICE IS IN
   46  AN ACTION BROUGHT SOLELY TO RECOVER A SUM OF MONEY NOT IN EXCESS OF  TWO
   47  HUNDRED DOLLARS AND THE PROCESS IS SO ENDORSED, OR THE PROCESS IS SERVED
   48  ON BEHALF OF A COUNTY, CITY, TOWN OR VILLAGE OR OTHER SUBDIVISION OF THE
   49  STATE, TEN DOLLARS.
   50    (D)  FOR FILING A CERTIFICATE OF INCORPORATION PURSUANT TO SECTION 402
   51  OF THIS CHAPTER, SEVENTY-FIVE DOLLARS.
   52    (E) FOR FILING A CERTIFICATE OF AMENDMENT PURSUANT TO SECTION  804  OF
   53  THIS CHAPTER, THIRTY DOLLARS.
   54    (F) FOR FILING A CERTIFICATE OF CHANGE PURSUANT TO SECTION 805 OF THIS
   55  CHAPTER, TWENTY DOLLARS.
       A. 5727                             7
    1    (G)  FOR  FILING  A  RESTATED CERTIFICATE OF INCORPORATION PURSUANT TO
    2  SECTION 807 OF THIS CHAPTER, THIRTY DOLLARS.
    3    (H)  FOR  FILING  A CERTIFICATE OF MERGER OR CONSOLIDATION PURSUANT TO
    4  SECTION 904 OF THIS CHAPTER, THIRTY DOLLARS.
    5    (I) FOR FILING A CERTIFICATE OF MERGER OR  CONSOLIDATION  OF  DOMESTIC
    6  AND FOREIGN CORPORATIONS PURSUANT TO SECTION 906 OF THIS CHAPTER, THIRTY
    7  DOLLARS.
    8    (J) FOR FILING A CERTIFIED COPY OF AN ORDER OF APPROVAL OF THE SUPREME
    9  COURT PURSUANT TO SECTION 907 OF THIS CHAPTER, THIRTY DOLLARS.
   10    (K)  FOR  FILING A CERTIFICATE OF DISSOLUTION PURSUANT TO SECTION 1003
   11  OF THIS CHAPTER, THIRTY DOLLARS.
   12    (L) FOR FILING A CERTIFICATE OF ANNULMENT OF DISSOLUTION  PURSUANT  TO
   13  SECTION 1012 OF THIS CHAPTER, THIRTY DOLLARS.
   14    (M)  FOR  FILING AN APPLICATION BY A FOREIGN CORPORATION FOR AUTHORITY
   15  TO DO BUSINESS IN NEW YORK STATE PURSUANT TO SECTION 1304 OF THIS  CHAP-
   16  TER, ONE HUNDRED THIRTY-FIVE DOLLARS.
   17    (N)  FOR  FILING  A  CERTIFICATE  OF  AMENDMENT  OF AN APPLICATION FOR
   18  AUTHORITY BY A FOREIGN CORPORATION PURSUANT  TO  SECTION  1309  OF  THIS
   19  CHAPTER, THIRTY DOLLARS.
   20    (O) FOR FILING A CERTIFICATE OF CHANGE OF APPLICATION FOR AUTHORITY BY
   21  A  FOREIGN  CORPORATION PURSUANT TO SECTION 1310 OF THIS CHAPTER, TWENTY
   22  DOLLARS.
   23    (P) FOR FILING A CERTIFICATE OF SURRENDER  OF  AUTHORITY  PURSUANT  TO
   24  SECTION 1311 OF THIS CHAPTER, THIRTY DOLLARS.
   25    (Q)  FOR  FILING  A  STATEMENT  OF  THE  TERMINATION OF EXISTENCE OF A
   26  FOREIGN CORPORATION PURSUANT TO SECTION 1312  OF  THIS  CHAPTER,  THIRTY
   27  DOLLARS.  THERE  SHALL BE NO FEE FOR THE FILING BY AN AUTHORIZED OFFICER
   28  OF THE JURISDICTION OF INCORPORATION  OF  A  FOREIGN  CORPORATION  OF  A
   29  CERTIFICATE  THAT  THE  FOREIGN  CORPORATION  HAS  BEEN DISSOLVED OR ITS
   30  AUTHORITY OR EXISTENCE HAS BEEN OTHERWISE TERMINATED OR CANCELLED IN THE
   31  JURISDICTION OF ITS INCORPORATION.
   32    (R) FOR FILING ANY OTHER CERTIFICATE OR INSTRUMENT, THIRTY DOLLARS.
   33  S 105. CERTIFICATES; CORRECTIONS.
   34    ANY CERTIFICATE OR OTHER INSTRUMENT RELATING TO A DOMESTIC OR  FOREIGN
   35  CORPORATION  FILED  BY THE DEPARTMENT OF STATE UNDER THIS CHAPTER MAY BE
   36  CORRECTED WITH RESPECT TO ANY INFORMALITY OR ERROR APPARENT ON THE  FACE
   37  OR  DEFECT IN THE EXECUTION THEREOF INCLUDING THE DELETION OF ANY MATTER
   38  NOT PERMITTED TO BE STATED THEREIN. A CERTIFICATE, ENTITLED "CERTIFICATE
   39  OF CORRECTION OF                 (CORRECT TITLE OF CERTIFICATE AND  NAME
   40  OF  CORPORATION)"  SHALL  BE  SIGNED  AND DELIVERED TO THE DEPARTMENT OF
   41  STATE. IT SHALL SET FORTH THE NAME OF  THE  CORPORATION,  THE  DATE  THE
   42  CERTIFICATE  TO  BE  CORRECTED WAS FILED BY THE DEPARTMENT OF STATE, THE
   43  PROVISION IN THE CERTIFICATE AS  CORRECTED  OR  ELIMINATED  AND  IF  THE
   44  EXECUTION WAS DEFECTIVE, THE PROPER EXECUTION. THE FILING OF THE CERTIF-
   45  ICATE  BY  THE DEPARTMENT OF STATE SHALL NOT ALTER THE EFFECTIVE TIME OF
   46  THE INSTRUMENT BEING CORRECTED,  WHICH  SHALL  REMAIN  AS  ITS  ORIGINAL
   47  EFFECTIVE  TIME,  AND SHALL NOT AFFECT ANY RIGHT OR LIABILITY ACCRUED OR
   48  INCURRED BEFORE SUCH FILING. A CORPORATE NAME  MAY  NOT  BE  CHANGED  OR
   49  CORRECTED UNDER THIS SECTION.
   50  S 106. CERTIFICATES AS EVIDENCE.
   51    (A)  ANY  CERTIFICATE  OR  OTHER INSTRUMENT FILED BY THE DEPARTMENT OF
   52  STATE RELATING TO A  DOMESTIC  OR  FOREIGN  CORPORATION  AND  CONTAINING
   53  STATEMENTS OF FACT REQUIRED OR PERMITTED BY LAW TO BE CONTAINED THEREIN,
   54  SHALL  BE  RECEIVED IN ALL COURTS, PUBLIC OFFICES AND OFFICIAL BODIES AS
   55  PRIMA FACIE EVIDENCE OF SUCH FACTS AND OF THE EXECUTION OF SUCH  INSTRU-
   56  MENT.
       A. 5727                             8
    1    (B)  WHENEVER  BY  THE LAWS OF ANY JURISDICTION OTHER THAN THIS STATE,
    2  ANY CERTIFICATE BY ANY OFFICER IN SUCH JURISDICTION OR  A  COPY  OF  ANY
    3  INSTRUMENT  CERTIFIED OR EXEMPLIFIED BY ANY SUCH OFFICER MAY BE RECEIVED
    4  AS PRIMA FACIE EVIDENCE OF THE INCORPORATION, EXISTENCE OR  CAPACITY  OF
    5  ANY  FOREIGN  CORPORATION INCORPORATED IN SUCH JURISDICTION, OR CLAIMING
    6  SO TO BE, SUCH CERTIFICATE  WHEN  EXEMPLIFIED,  OR  SUCH  COPY  OF  SUCH
    7  INSTRUMENT  WHEN  EXEMPLIFIED  SHALL  BE  RECEIVED IN ALL COURTS, PUBLIC
    8  OFFICES AND OFFICIAL BODIES OF THIS STATE, AS PRIMA FACIE EVIDENCE  WITH
    9  THE  SAME  FORCE  AS IN SUCH JURISDICTION. SUCH CERTIFICATE OR CERTIFIED
   10  COPY OF SUCH INSTRUMENT SHALL BE SO RECEIVED, WITHOUT BEING EXEMPLIFIED,
   11  IF IT IS CERTIFIED BY THE SECRETARY OF STATE, OR OFFICIAL PERFORMING THE
   12  EQUIVALENT FUNCTION AS TO CORPORATE RECORDS, OF SUCH JURISDICTION.
   13  S 107. CORPORATE SEAL AS EVIDENCE.
   14    THE PRESENCE OF THE CORPORATE SEAL ON A WRITTEN INSTRUMENT  PURPORTING
   15  TO  BE  EXECUTED BY AUTHORITY OF A DOMESTIC OR FOREIGN CORPORATION SHALL
   16  BE PRIMA FACIE EVIDENCE THAT THE INSTRUMENT WAS SO EXECUTED.
   17  S 108. WHEN NOTICE OR LAPSE OF TIME UNNECESSARY; NOTICES DISPENSED  WITH
   18           WHEN DELIVERY IS PROHIBITED.
   19    (A)  WHENEVER,  UNDER THIS CHAPTER OR THE CERTIFICATE OF INCORPORATION
   20  OR BY-LAWS OF ANY CORPORATION OR  BY  THE  TERMS  OF  ANY  AGREEMENT  OR
   21  INSTRUMENT,  A  CORPORATION  OR  THE  BOARD  OR ANY COMMITTEE THEREOF IS
   22  AUTHORIZED TO TAKE ANY ACTION AFTER NOTICE TO ANY PERSON OR  PERSONS  OR
   23  AFTER THE LAPSE OF A PRESCRIBED PERIOD OF TIME, SUCH ACTION MAY BE TAKEN
   24  WITHOUT  NOTICE  AND WITHOUT THE LAPSE OF SUCH PERIOD OF TIME, IF AT ANY
   25  TIME BEFORE OR AFTER SUCH ACTION IS  COMPLETED  THE  PERSON  OR  PERSONS
   26  ENTITLED  TO  SUCH NOTICE OR ENTITLED TO PARTICIPATE IN THE ACTION TO BE
   27  TAKEN OR, IN THE CASE OF A  MEMBER,  BY  HIS  OR  HER  ATTORNEY-IN-FACT,
   28  SUBMIT A SIGNED WAIVER OF NOTICE OF SUCH REQUIREMENTS.
   29    (B)  WHENEVER  ANY  NOTICE OR COMMUNICATION IS REQUIRED TO BE GIVEN TO
   30  ANY PERSON BY THIS CHAPTER, THE CERTIFICATE OF INCORPORATION OR BY-LAWS,
   31  OR BY THE TERMS OF ANY AGREEMENT OR INSTRUMENT, OR AS A CONDITION PRECE-
   32  DENT TO TAKING ANY CORPORATE ACTION AND COMMUNICATION WITH  SUCH  PERSON
   33  IS THEN UNLAWFUL UNDER ANY STATUTE OF THIS STATE OR OF THE UNITED STATES
   34  OR  ANY  REGULATION,  PROCLAMATION  OR ORDER ISSUED UNDER SAID STATUTES,
   35  THEN THE GIVING OF SUCH NOTICE OR COMMUNICATION TO SUCH PERSON SHALL NOT
   36  BE REQUIRED AND THERE SHALL BE NO DUTY TO APPLY  FOR  LICENSE  OR  OTHER
   37  PERMISSION  TO  DO  SO.  ANY  AFFIDAVIT, CERTIFICATE OR OTHER INSTRUMENT
   38  WHICH IS REQUIRED TO BE MADE OR FILED AS PROOF  OF  THE  GIVING  OF  ANY
   39  NOTICE  OR  COMMUNICATION  REQUIRED  UNDER  THIS  CHAPTER SHALL, IF SUCH
   40  NOTICE OR COMMUNICATION TO ANY PERSON IS DISPENSED WITH UNDER THIS PARA-
   41  GRAPH, INCLUDE A STATEMENT THAT SUCH NOTICE  OR  COMMUNICATION  WAS  NOT
   42  GIVEN  TO  ANY PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  SUCH AFFIDA-
   43  VIT, CERTIFICATE OR OTHER INSTRUMENT  SHALL  BE  AS  EFFECTIVE  FOR  ALL
   44  PURPOSES  AS  THOUGH  SUCH  NOTICE  OR COMMUNICATION HAD BEEN PERSONALLY
   45  GIVEN TO SUCH PERSON.
   46    (C) WHENEVER ANY NOTICE OR COMMUNICATION IS REQUIRED OR  PERMITTED  BY
   47  THIS CHAPTER TO BE GIVEN BY MAIL, IT SHALL, EXCEPT AS OTHERWISE EXPRESS-
   48  LY  PROVIDED  IN  THIS  CHAPTER,  BE  MAILED TO THE PERSON TO WHOM IT IS
   49  DIRECTED AT THE ADDRESS DESIGNATED BY SUCH PERSON FOR THAT  PURPOSE  OR,
   50  IF  NONE IS DESIGNATED, AT SUCH PERSON'S LAST KNOWN ADDRESS. SUCH NOTICE
   51  OR COMMUNICATION IS GIVEN WHEN DEPOSITED, WITH POSTAGE THEREON  PREPAID,
   52  IN  A  POST  OFFICE  OR OFFICIAL DEPOSITORY UNDER THE EXCLUSIVE CARE AND
   53  CUSTODY OF THE UNITED STATES POST OFFICE DEPARTMENT. SUCH MAILING  SHALL
   54  BE BY FIRST CLASS MAIL EXCEPT WHERE OTHERWISE REQUIRED BY THIS CHAPTER.
   55  S 109. RESERVATION OF POWER.
       A. 5727                             9
    1    THE  LEGISLATURE  RESERVES  THE  RIGHT,  AT PLEASURE, TO ALTER, AMEND,
    2  SUSPEND OR REPEAL IN WHOLE OR IN PART THIS CHAPTER, OR  ANY  CERTIFICATE
    3  OF  INCORPORATION  OR ANY AUTHORITY TO DO BUSINESS IN THIS STATE, OF ANY
    4  DOMESTIC OR FOREIGN CORPORATION, WHETHER OR NOT EXISTING  OR  AUTHORIZED
    5  ON THE EFFECTIVE DATE OF THIS CHAPTER.
    6  S 110. EFFECT OF INVALIDITY OF PART OF CHAPTER; SEVERABILITY.
    7    IF  ANY PROVISION OF THIS CHAPTER OR APPLICATION THEREOF TO ANY PERSON
    8  OR CIRCUMSTANCES IS HELD INVALID, SUCH INVALIDITY SHALL NOT AFFECT OTHER
    9  PROVISIONS OR APPLICATIONS OF THIS CHAPTER WHICH  CAN  BE  GIVEN  EFFECT
   10  WITHOUT  THE  INVALID  PROVISION  OR  APPLICATION,  AND  TO THIS END THE
   11  PROVISIONS OF THIS CHAPTER ARE DECLARED SEVERABLE.
   12  S 111. REFERENCES.
   13    UNLESS OTHERWISE STATED, ALL REFERENCES IN THIS CHAPTER TO ARTICLES OR
   14  SECTIONS REFER TO THE ARTICLES OR SECTIONS  OF  THIS  CHAPTER,  AND  ALL
   15  REFERENCES  IN  ANY  SECTION  OF  THIS CHAPTER TO A LETTERED OR NUMBERED
   16  PARAGRAPH OR SUBPARAGRAPH REFER TO  THE  PARAGRAPH  OR  SUBPARAGRAPH  SO
   17  LETTERED OR NUMBERED IN SUCH SECTION.
   18  S 112. ACTIONS OR SPECIAL PROCEEDINGS BY ATTORNEY-GENERAL.
   19    (A) THE ATTORNEY-GENERAL MAY MAINTAIN AN ACTION OR SPECIAL PROCEEDING:
   20    (1)  TO  ANNUL  THE CORPORATE EXISTENCE OR DISSOLVE A CORPORATION THAT
   21  HAS ACTED BEYOND ITS CAPACITY OR POWER OR TO RESTRAIN IT  FROM  CARRYING
   22  ON UNAUTHORIZED ACTIVITIES;
   23    (2)  TO ANNUL THE CORPORATE EXISTENCE OR DISSOLVE ANY CORPORATION THAT
   24  HAS NOT BEEN DULY FORMED;
   25    (3) TO RESTRAIN ANY PERSON OR PERSONS FROM ACTING  AS  A  DOMESTIC  OR
   26  FOREIGN CORPORATION WITHIN THIS STATE WITHOUT BEING DULY INCORPORATED OR
   27  FROM  EXERCISING IN THIS STATE ANY CORPORATE RIGHTS, PRIVILEGES OR FRAN-
   28  CHISES NOT GRANTED TO THEM BY THE LAW OF THE STATE;
   29    (4) TO PROCURE A JUDGMENT REMOVING A DIRECTOR  OF  A  CORPORATION  FOR
   30  CAUSE UNDER SECTION 706 OF THIS CHAPTER;
   31    (5) TO DISSOLVE A CORPORATION UNDER ARTICLE 11 OF THIS CHAPTER;
   32    (6)  TO  RESTRAIN  A  FOREIGN CORPORATION OR TO ANNUL ITS AUTHORITY TO
   33  CARRY ON ACTIVITIES IN THIS STATE UNDER SECTION 1303 OF THIS CHAPTER.
   34    (7) TO ENFORCE ANY RIGHT GIVEN UNDER THIS CHAPTER TO MEMBERS, A DIREC-
   35  TOR OR AN OFFICER OF A CORPORATION. THE ATTORNEY-GENERAL SHALL HAVE  THE
   36  SAME STATUS AS THE MEMBERS.
   37    (8) UPON APPLICATION, EX PARTE, FOR AN ORDER TO THE SUPREME COURT AT A
   38  SPECIAL  TERM  HELD WITHIN THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE
   39  CORPORATION IS LOCATED, AND IF THE COURT SO ORDERS, TO ENFORCE ANY RIGHT
   40  GIVEN UNDER THIS CHAPTER TO MEMBERS, A  DIRECTOR  OR  AN  OFFICER  OF  A
   41  CORPORATION.  FOR SUCH PURPOSE, THE ATTORNEY-GENERAL SHALL HAVE THE SAME
   42  STATUS AS SUCH MEMBERS, DIRECTOR OR OFFICER.
   43    (B) IN AN ACTION OR SPECIAL PROCEEDING BROUGHT BY THE ATTORNEY-GENERAL
   44  UNDER ANY OF THE PROVISIONS OF THIS CHAPTER:
   45    (1) IF AN ACTION, IT IS TRIABLE BY JURY AS A MATTER OF RIGHT.
   46    (2) THE COURT MAY CONFER IMMUNITY IN ACCORDANCE WITH THE PROVISIONS OF
   47  ARTICLE FIFTY OF THE CRIMINAL PROCEDURE LAW.
   48    (3) A TEMPORARY  RESTRAINING  ORDER  TO  RESTRAIN  THE  COMMISSION  OR
   49  CONTINUANCE  OF  THE UNLAWFUL ACTS WHICH FORM THE BASIS OF THE ACTION OR
   50  SPECIAL PROCEEDING MAY BE GRANTED UPON PROOF,  BY  AFFIDAVIT,  THAT  THE
   51  DEFENDANT OR DEFENDANTS HAVE COMMITTED OR ARE ABOUT TO COMMIT SUCH ACTS.
   52  APPLICATION FOR SUCH RESTRAINING ORDER MAY BE MADE EX PARTE OR UPON SUCH
   53  NOTICE AS THE COURT MAY DIRECT.
   54    (4)  IF  THE  ACTION OR SPECIAL PROCEEDING IS AGAINST A FOREIGN CORPO-
   55  RATION, THE ATTORNEY-GENERAL MAY APPLY TO THE COURT AT ANY STAGE THEREOF
   56  FOR THE APPOINTMENT OF A TEMPORARY RECEIVER OF THE ASSETS IN THIS  STATE
       A. 5727                            10
    1  OF  SUCH  FOREIGN CORPORATION, WHENEVER IT HAS ASSETS OR PROPERTY OF ANY
    2  KIND WHATSOEVER, TANGIBLE OR INTANGIBLE, WITHIN THIS STATE.
    3    (5)  WHEN  FINAL  JUDGMENT  IN  SUCH  ACTION  OR SPECIAL PROCEEDING IS
    4  RENDERED AGAINST THE DEFENDANT OR DEFENDANTS, THE COURT MAY  DIRECT  THE
    5  COSTS  TO BE COLLECTED BY EXECUTION AGAINST ANY OR ALL OF THE DEFENDANTS
    6  OR BY ORDER OF ATTACHMENT OR OTHER PROCESS AGAINST  THE  PERSON  OF  ANY
    7  DIRECTOR OR OFFICER OF A CORPORATE DEFENDANT.
    8    (6) IN CONNECTION WITH ANY SUCH PROPOSED ACTION OR SPECIAL PROCEEDING,
    9  THE  ATTORNEY-GENERAL  MAY  TAKE PROOF AND ISSUE SUBPOENAS IN ACCORDANCE
   10  WITH THE CIVIL PRACTICE LAW AND RULES.
   11    (C) IN ANY SUCH ACTION OR SPECIAL PROCEEDING AGAINST A FOREIGN  CORPO-
   12  RATION  WHICH HAS NOT DESIGNATED THE SECRETARY OF STATE AS ITS AGENT FOR
   13  SERVICE OF PROCESS UNDER SECTION 304 OF THIS CHAPTER  (STATUTORY  DESIG-
   14  NATION  OF  SECRETARY  OF STATE AS AGENT OF DOMESTIC CORPORATIONS FORMED
   15  UNDER ARTICLE 4 OF THIS CHAPTER AND AUTHORIZED FOREIGN CORPORATIONS  FOR
   16  SERVICE  OF  PROCESS),  ANY  OF THE FOLLOWING ACTS IN THIS STATE BY SUCH
   17  FOREIGN CORPORATION SHALL CONSTITUTE THE APPOINTMENT BY IT OF THE SECRE-
   18  TARY OF STATE AS ITS AGENT UPON WHOM PROCESS AGAINST SUCH FOREIGN CORPO-
   19  RATION MAY BE SERVED.
   20    (1) AS USED IN THIS PARAGRAPH THE TERM "RESIDENT" SHALL INCLUDE  INDI-
   21  VIDUALS,  DOMESTIC  CORPORATIONS  OF ANY TYPE OR KIND AND FOREIGN CORPO-
   22  RATIONS OF ANY TYPE OR KIND AUTHORIZED TO DO BUSINESS OR CARRY ON ACTIV-
   23  ITIES IN THE STATE.
   24    (2) ANY ACT DONE, OR REPRESENTATION MADE AS PART OF A  COURSE  OF  THE
   25  SOLICITATION  OF  ORDERS,  OR THE ISSUANCE, OR THE DELIVERY OF CONTRACTS
   26  FOR, OR THE SALE OF, PROPERTY, OR THE PERFORMANCE OF SERVICES  TO  RESI-
   27  DENTS  WHICH  INVOLVES OR PROMOTES A PLAN OR SCHEME TO DEFRAUD RESIDENTS
   28  IN VIOLATION OF THE LAWS OR THE PUBLIC POLICY OF THE STATE.
   29    (3) ANY ACT DONE AS PART OF A COURSE OF CONDUCT OF BUSINESS OR  ACTIV-
   30  ITIES  IN  THE SOLICITATION OF ORDERS FROM RESIDENTS FOR PROPERTY, GOODS
   31  OR SERVICES, TO BE DELIVERED OR RENDERED WITHIN THIS  STATE  TO,  OR  ON
   32  THEIR  BEHALF,  WHERE THE ORDERS OR CONTRACTS ARE EXECUTED BY SUCH RESI-
   33  DENTS WITHIN THIS STATE AND WHERE SUCH ORDERS OR CONTRACTS ARE  ACCOMPA-
   34  NIED  OR  FOLLOWED  BY AN EARNEST MONEY DEPOSIT OR OTHER DOWN PAYMENT OR
   35  ANY INSTALLMENT PAYMENT THEREON OR ANY  OTHER  FORM  OF  PAYMENT,  WHICH
   36  PAYMENT IS EITHER DELIVERED IN OR TRANSMITTED FROM THE STATE.
   37    (4)  ANY  ACT  DONE  AS PART OF THE CONDUCT OF A COURSE OF BUSINESS OR
   38  ACTIVITIES WITH RESIDENTS WHICH DEFRAUDS  SUCH  RESIDENTS  OR  OTHERWISE
   39  INVOLVES  OR  PROMOTES AN ATTEMPT BY SUCH FOREIGN CORPORATION TO CIRCUM-
   40  VENT THE LAWS OF THIS STATE.
   41    (D) PARAGRAPHS (B), (C), (D) AND (E) OF SECTION 307  OF  THIS  CHAPTER
   42  SHALL APPLY TO PROCESS SERVED UNDER PARAGRAPH (C) OF THIS SECTION.
   43  S 114. VISITATION OF SUPREME COURT.
   44    CORPORATIONS, WHETHER FORMED UNDER GENERAL OR SPECIAL LAWS, WITH THEIR
   45  BOOKS AND VOUCHERS, SHALL BE SUBJECT TO THE VISITATION AND INSPECTION OF
   46  A  JUSTICE OF THE SUPREME COURT, OR OF ANY PERSON APPOINTED BY THE COURT
   47  FOR THAT PURPOSE. IF IT APPEARS BY THE VERIFIED PETITION OF A MEMBER  OR
   48  CREDITOR OF ANY SUCH CORPORATION, THAT IT, OR ITS DIRECTORS, OFFICERS OR
   49  AGENTS,  HAVE MISAPPROPRIATED ANY OF THE FUNDS OR PROPERTY OF THE CORPO-
   50  RATION, OR DIVERTED THEM FROM THE PURPOSE OF ITS INCORPORATION, OR  THAT
   51  THE  CORPORATION  HAS ACQUIRED PROPERTY IN EXCESS OF THE AMOUNT WHICH IT
   52  IS AUTHORIZED BY LAW TO HOLD, OR HAS ENGAGED IN ANY BUSINESS OTHER  THAN
   53  THAT  STATED  IN  ITS  CERTIFICATE OF INCORPORATION, THE COURT MAY ORDER
   54  THAT NOTICE OF AT LEAST EIGHT DAYS, WITH A  COPY  OF  THE  PETITION,  BE
   55  SERVED  ON  THE  CORPORATION  AND  THE  PERSONS CHARGED WITH MISCONDUCT,
   56  REQUIRING THEM TO SHOW CAUSE AT A TIME AND  PLACE  SPECIFIED,  WHY  THEY
       A. 5727                            11
    1  SHOULD  NOT BE REQUIRED TO MAKE AND FILE AN INVENTORY AND ACCOUNT OF THE
    2  PROPERTY, EFFECTS AND LIABILITIES OF SUCH CORPORATION  WITH  A  DETAILED
    3  STATEMENT  OF  ITS  TRANSACTIONS DURING THE TWELVE MONTHS NEXT PRECEDING
    4  THE  GRANTING  OF  SUCH  ORDER.  ON THE HEARING OF SUCH APPLICATION, THE
    5  COURT MAY MAKE AN ORDER REQUIRING SUCH INVENTORY, ACCOUNT AND  STATEMENT
    6  TO  BE  FILED,  AND PROCEED TO TAKE AND STATE AN ACCOUNT OF THE PROPERTY
    7  AND LIABILITIES OF THE CORPORATION, OR MAY APPOINT A  REFEREE  FOR  THAT
    8  PURPOSE.    WHEN SUCH ACCOUNT IS TAKEN AND STATED, AFTER HEARING ALL THE
    9  PARTIES TO THE APPLICATION, THE COURT MAY ENTER A FINAL ORDER  DETERMIN-
   10  ING  THE  AMOUNT  OF  PROPERTY  SO  HELD  BY THE CORPORATION, ITS ANNUAL
   11  INCOME, WHETHER ANY OF THE PROPERTY OR FUNDS  OF  THE  CORPORATION  HAVE
   12  BEEN  MISAPPROPRIATED  OR  DIVERTED  TO  ANY OTHER PURPOSE THAN THAT FOR
   13  WHICH SUCH CORPORATION WAS INCORPORATED, AND  WHETHER  SUCH  CORPORATION
   14  HAS  BEEN  ENGAGED  IN  ANY  ACTIVITY  NOT COVERED BY ITS CERTIFICATE OF
   15  INCORPORATION. AN APPEAL MAY BE  TAKEN  FROM  THE  ORDER  BY  ANY  PARTY
   16  AGGRIEVED  TO  THE  APPELLATE  DIVISION OF THE SUPREME COURT, AND TO THE
   17  COURT OF APPEALS, AS IN A CIVIL ACTION. NO CORPORATION SHALL BE REQUIRED
   18  TO MAKE AND FILE MORE THAN ONE INVENTORY AND ACCOUNT IN  ANY  ONE  YEAR,
   19  NOR  TO MAKE A SECOND ACCOUNT AND INVENTORY, WHILE PROCEEDINGS ARE PEND-
   20  ING FOR THE STATEMENT OF AN ACCOUNT UNDER THIS SECTION.
   21    S 2. Article 2 of the not-for-profit corporation law is REPEALED and a
   22  new article 2 is added to read as follows:
   23                                   ARTICLE 2
   24                        CORPORATE PURPOSES AND POWERS
   25  SECTION 201. PURPOSES.
   26          202. GENERAL AND SPECIAL POWERS.
   27          203. DEFENSE OF ULTRA VIRES.
   28  S 201. PURPOSES.
   29    (A) A CORPORATION, AS DEFINED IN SUBPARAGRAPH (5),  PARAGRAPH  (A)  OF
   30  SECTION  102  OF  THIS  CHAPTER,  MAY  BE  FORMED  UNDER THIS CHAPTER AS
   31  PROVIDED IN PARAGRAPH (B) OF THIS SECTION UNLESS IT MAY BE FORMED  UNDER
   32  ANY  OTHER  CORPORATE  LAW  OF  THIS  STATE IN WHICH EVENT IT MAY NOT BE
   33  FORMED UNDER THIS CHAPTER UNLESS SUCH OTHER CORPORATE LAW  EXPRESSLY  SO
   34  PROVIDES.
   35    (B)  NOTWITHSTANDING  ANY OTHER PROVISION OF THIS CHAPTER OR ANY OTHER
   36  GENERAL LAW, A CORPORATION OF ANY TYPE OR KIND  TO  WHICH  THIS  CHAPTER
   37  APPLIES  SHALL  CONDUCT  NO ACTIVITIES FOR PECUNIARY PROFIT OR FINANCIAL
   38  GAIN, WHETHER OR NOT IN FURTHERANCE OF ITS CORPORATE PURPOSES, EXCEPT TO
   39  THE EXTENT THAT SUCH ACTIVITY SUPPORTS OR IS  INCIDENTAL  TO  ITS  OTHER
   40  LAWFUL ACTIVITIES THEN BEING CONDUCTED.
   41  S 202. GENERAL AND SPECIAL POWERS.
   42    (A)  EACH  CORPORATION,  SUBJECT  TO  ANY LIMITATIONS PROVIDED IN THIS
   43  CHAPTER OR ANY OTHER STATUTE OF THIS STATE OR ITS CERTIFICATE OF  INCOR-
   44  PORATION, SHALL HAVE POWER IN FURTHERANCE OF ITS CORPORATE PURPOSES:
   45    (1) TO HAVE PERPETUAL DURATION.
   46    (2) TO SUE AND BE SUED IN ALL COURTS AND TO PARTICIPATE IN ACTIONS AND
   47  PROCEEDINGS, WHETHER JUDICIAL, ADMINISTRATIVE, ARBITRATIVE OR OTHERWISE,
   48  IN LIKE CASES AS NATURAL PERSONS.
   49    (3)  TO HAVE A CORPORATE SEAL, AND TO ALTER SUCH SEAL AT PLEASURE, AND
   50  TO USE IT BY CAUSING IT OR A FACSIMILE TO BE  AFFIXED  OR  IMPRESSED  OR
   51  REPRODUCED IN ANY OTHER MANNER.
   52    (4)  TO  PURCHASE,  RECEIVE,  TAKE  BY GRANT, GIFT, DEVISE, BEQUEST OR
   53  OTHERWISE, LEASE, OR OTHERWISE ACQUIRE, OWN, HOLD, IMPROVE, EMPLOY,  USE
   54  AND OTHERWISE DEAL IN AND WITH, REAL OR PERSONAL PROPERTY, OR ANY INTER-
   55  EST THEREIN, WHEREVER SITUATED.
       A. 5727                            12
    1    (5)  TO  SELL,  CONVEY, LEASE, EXCHANGE, TRANSFER OR OTHERWISE DISPOSE
    2  OF, OR MORTGAGE OR PLEDGE, OR CREATE A SECURITY INTEREST IN, ALL OR  ANY
    3  OF ITS PROPERTY, OR ANY INTEREST THEREIN, WHEREVER SITUATED.
    4    (6)  TO  PURCHASE, TAKE, RECEIVE, SUBSCRIBE FOR, OR OTHERWISE ACQUIRE,
    5  OWN, HOLD, VOTE, EMPLOY,  SELL,  LEND,  LEASE,  EXCHANGE,  TRANSFER,  OR
    6  OTHERWISE  DISPOSE  OF,  MORTGAGE, PLEDGE, USE AND OTHERWISE DEAL IN AND
    7  WITH, BONDS AND OTHER OBLIGATIONS, SHARES, OR OTHER SECURITIES OR INTER-
    8  ESTS ISSUED BY OTHERS, WHETHER ENGAGED IN SIMILAR OR DIFFERENT BUSINESS,
    9  GOVERNMENTAL, OR OTHER ACTIVITIES.
   10    (7) TO MAKE CAPITAL CONTRIBUTIONS TO OTHER NON-PROFIT CORPORATIONS.
   11    (8) TO MAKE CONTRACTS, GIVE GUARANTEES AND INCUR  LIABILITIES,  BORROW
   12  MONEY  AT SUCH RATES OF INTEREST AS THE CORPORATION MAY DETERMINE, ISSUE
   13  ITS NOTES, BONDS AND OTHER OBLIGATIONS, AND  SECURE  ANY  OF  ITS  OBLI-
   14  GATIONS  BY  MORTGAGE  OR  PLEDGE  OF  ALL OR ANY OF ITS PROPERTY OR ANY
   15  INTEREST THEREIN, WHEREVER SITUATED.
   16    (9) TO LEND MONEY, INVEST AND REINVEST ITS FUNDS, AND  TAKE  AND  HOLD
   17  REAL  AND  PERSONAL  PROPERTY  AS  SECURITY  FOR THE PAYMENT OF FUNDS SO
   18  LOANED OR INVESTED.
   19    (10) TO CONDUCT THE ACTIVITIES OF THE CORPORATION AND HAVE OFFICES AND
   20  EXERCISE THE POWERS GRANTED BY THIS CHAPTER IN ANY  JURISDICTION  WITHIN
   21  OR WITHOUT THE UNITED STATES.
   22    (11)  TO  ELECT OR APPOINT OFFICERS, EMPLOYEES AND OTHER AGENTS OF THE
   23  CORPORATION, DEFINE THEIR DUTIES, FIX THEIR REASONABLE COMPENSATION  AND
   24  THE  REASONABLE  COMPENSATION  OF  DIRECTORS, AND TO INDEMNIFY CORPORATE
   25  PERSONNEL.  SUCH  COMPENSATION  SHALL  BE  COMMENSURATE  WITH   SERVICES
   26  PERFORMED.
   27    (12)  TO  ADOPT,  AMEND OR REPEAL BY-LAWS, INCLUDING EMERGENCY BY-LAWS
   28  MADE PURSUANT TO SUBDIVISION SEVENTEEN OF SECTION TWELVE  OF  THE  STATE
   29  DEFENSE  EMERGENCY  ACT,  RELATING TO THE ACTIVITIES OF THE CORPORATION,
   30  THE CONDUCT OF ITS AFFAIRS, ITS RIGHTS OR POWERS OR THE RIGHTS OR POWERS
   31  OF ITS MEMBERS, DIRECTORS OR OFFICERS.
   32    (13) TO MAKE DONATIONS, IRRESPECTIVE OF  CORPORATE  BENEFIT,  FOR  THE
   33  PUBLIC WELFARE OR FOR COMMUNITY FUND, HOSPITAL, CHARITABLE, EDUCATIONAL,
   34  SCIENTIFIC,  CIVIC  OR  SIMILAR  PURPOSES,  AND  IN TIME OF WAR OR OTHER
   35  NATIONAL EMERGENCY IN AID THEREOF.
   36    (14) TO BE A MEMBER, ASSOCIATE OR MANAGER OF OTHER  NON-PROFIT  ACTIV-
   37  ITIES  OR  TO  THE  EXTENT  PERMITTED IN ANY OTHER JURISDICTION TO BE AN
   38  INCORPORATOR OF OTHER CORPORATIONS, AND TO BE A PARTNER IN A  REDEVELOP-
   39  MENT COMPANY FORMED UNDER THE PRIVATE HOUSING FINANCE LAW.
   40    (15) TO HAVE AND EXERCISE ALL POWERS NECESSARY TO EFFECT ANY OR ALL OF
   41  THE PURPOSES FOR WHICH THE CORPORATION IS FORMED.
   42    (16)  TO  ESTABLISH CONDITIONS AND REQUIREMENTS FOR ADMISSION, MAINTE-
   43  NANCE, AND TERMINATION OF MEMBERS IN THE CORPORATION.
   44    (B) WHEN ANY CORPORATION SHALL HAVE SOLD OR CONVEYED ANY PART  OF  ITS
   45  REAL  PROPERTY,  THE SUPREME COURT, NOTWITHSTANDING A RESTRICTION IN ANY
   46  GENERAL OR SPECIAL LAW, MAY AUTHORIZE IT TO PURCHASE AND HOLD FROM  TIME
   47  TO  TIME  OTHER REAL PROPERTY, UPON SATISFACTORY PROOF THAT THE VALUE OF
   48  THE PROPERTY SO PURCHASED DOES NOT EXCEED THE VALUE OF THE  PROPERTY  SO
   49  SOLD AND CONVEYED WITHIN THE THREE YEARS NEXT PRECEDING THE APPLICATION.
   50    (C)  A  CORPORATION  FORMED  UNDER  GENERAL  OR SPECIAL LAW TO PROVIDE
   51  PARKS, PLAYGROUNDS OR CEMETERIES, OR BUILDINGS AND GROUNDS FOR  CAMP  OR
   52  GROVE MEETINGS. SUNDAY SCHOOL ASSEMBLIES, CEMETERY PURPOSES, TEMPERANCE,
   53  MISSIONARY, EDUCATIONAL, SCIENTIFIC, MUSICAL AND OTHER MEETINGS, SUBJECT
   54  TO  THE  ORDINANCES AND POLICE REGULATIONS OF THE COUNTY, CITY, TOWN, OR
   55  VILLAGE IN WHICH SUCH  PARKS,  PLAYGROUNDS,  CEMETERIES,  BUILDINGS  AND
   56  GROUNDS  ARE SITUATED, MAY APPOINT FROM TIME TO TIME ONE OR MORE SPECIAL
       A. 5727                            13
    1  POLICE OFFICERS, WITH POWER TO REMOVE THE SAME AT PLEASURE. SUCH SPECIAL
    2  POLICE OFFICERS SHALL PRESERVE ORDER IN  AND  ABOUT  SUCH  PARKS,  PLAY-
    3  GROUNDS,  CEMETERIES, BUILDINGS AND GROUNDS, AND THE APPROACHES THERETO,
    4  AND  TO  PROTECT THE SAME FROM INJURY, AND SHALL ENFORCE THE ESTABLISHED
    5  RULES AND REGULATIONS  OF  THE  CORPORATION.  EVERY  POLICE  OFFICER  SO
    6  APPOINTED  SHALL  WITHIN  FIFTEEN  DAYS AFTER HIS OR HER APPOINTMENT AND
    7  BEFORE ENTERING UPON THE DUTIES OF HIS OR HER OFFICE, TAKE AND SUBSCRIBE
    8  THE OATH OF OFFICE PRESCRIBED IN THE THIRTEENTH ARTICLE OF THE CONSTITU-
    9  TION OF THE STATE OF NEW YORK, WHICH OATH SHALL BE FILED IN  THE  OFFICE
   10  OF  THE  COUNTY  CLERK  OF THE COUNTY WHERE SUCH GROUNDS ARE SITUATED. A
   11  POLICE OFFICER APPOINTED UNDER THIS SECTION  WHEN  ON  DUTY  SHALL  WEAR
   12  CONSPICUOUSLY  A  METALLIC SHIELD WITH THE NAME OF THE CORPORATION WHICH
   13  APPOINTED HIM OR HER INSCRIBED THEREON. THE COMPENSATION OF POLICE OFFI-
   14  CERS APPOINTED UNDER THIS SECTION SHALL BE PAID BY  THE  CORPORATION  BY
   15  WHICH SUCH POLICE OFFICERS ARE APPOINTED.
   16    (D)  ANY  WILFUL  TRESPASS  IN  OR UPON ANY OF THE PARKS, PLAYGROUNDS,
   17  BUILDINGS OR GROUNDS PROVIDED FOR THE PURPOSES MENTIONED IN THE  PRECED-
   18  ING  PARAGRAPH, OR UPON THE APPROACHES THERETO, AND ANY WILFUL INJURY TO
   19  ANY OF SUCH PARKS, PLAYGROUNDS, BUILDINGS OR GROUNDS, OR TO  ANY  TREES,
   20  SHRUBBERY,  FENCES,  FIXTURES  OR  OTHER  PROPERTY THEREON OR PERTAINING
   21  THERETO, AND ANY WILFUL DISTURBANCE OF THE PEACE THEREON BY  INTENTIONAL
   22  BREACH  OF  THE RULES AND REGULATIONS OF THE CORPORATION, IS A MISDEMEA-
   23  NOR.
   24    (E) NO CORPORATION SHALL CONDUCT ACTIVITIES IN NEW  YORK  STATE  UNDER
   25  ANY NAME, OTHER THAN THAT APPEARING IN ITS CERTIFICATE OF INCORPORATION,
   26  WITHOUT  COMPLIANCE  WITH  THE  FILING PROVISIONS OF SECTION ONE HUNDRED
   27  THIRTY OF THE GENERAL BUSINESS LAW GOVERNING  THE  CONDUCT  OF  BUSINESS
   28  UNDER AN ASSUMED NAME.
   29  S 203. DEFENSE OF ULTRA VIRES.
   30    NO  ACT  OF A CORPORATION AND NO TRANSFER OF REAL OR PERSONAL PROPERTY
   31  TO OR BY A CORPORATION, OTHERWISE LAWFUL, SHALL BE INVALID BY REASON  OF
   32  THE  FACT  THAT THE CORPORATION WAS WITHOUT CAPACITY OR POWER TO DO SUCH
   33  ACT OR TO MAKE OR RECEIVE SUCH TRANSFER, BUT SUCH LACK  OF  CAPACITY  OR
   34  POWER MAY BE ASSERTED:
   35    (A)  IN  AN  ACTION  BY A MEMBER AGAINST THE CORPORATION TO ENJOIN THE
   36  DOING OF ANY ACT OR THE TRANSFER OF REAL OR PERSONAL PROPERTY BY  OR  TO
   37  THE  CORPORATION.  IF  THE  UNAUTHORIZED  ACT  OR  TRANSFER SOUGHT TO BE
   38  ENJOINED IS BEING, OR IS TO BE, PERFORMED OR MADE UNDER ANY CONTRACT  TO
   39  WHICH  THE  CORPORATION IS A PARTY, THE COURT MAY, IF ALL OF THE PARTIES
   40  TO THE CONTRACT ARE PARTIES TO THE ACTION AND IF IT DEEMS THE SAME TO BE
   41  EQUITABLE, SET ASIDE AND ENJOIN THE PERFORMANCE OF SUCH CONTRACT, AND IN
   42  SO DOING MAY ALLOW TO THE CORPORATION OR TO THE  OTHER  PARTIES  TO  THE
   43  CONTRACT,  AS THE CASE MAY BE, SUCH COMPENSATION AS MAY BE EQUITABLE FOR
   44  THE LOSS OR DAMAGE SUSTAINED BY ANY OF THEM FROM THE ACTION OF THE COURT
   45  IN SETTING  ASIDE  AND  ENJOINING  THE  PERFORMANCE  OF  SUCH  CONTRACT;
   46  PROVIDED  THAT ANTICIPATED PROFITS TO BE DERIVED FROM THE PERFORMANCE OF
   47  THE CONTRACT SHALL NOT BE AWARDED BY THE  COURT  AS  A  LOSS  OR  DAMAGE
   48  SUSTAINED.
   49    (B)  IN  AN  ACTION BY OR IN THE RIGHT OF THE CORPORATION TO PROCURE A
   50  JUDGMENT IN ITS FAVOR AGAINST AN INCUMBENT OR FORMER OFFICER OR DIRECTOR
   51  OF THE CORPORATION FOR LOSS OR DAMAGE DUE TO  HIS  OR  HER  UNAUTHORIZED
   52  ACT.
   53    (C)  IN  AN  ACTION  OR  SPECIAL PROCEEDING BY THE ATTORNEY-GENERAL TO
   54  ANNUL OR DISSOLVE THE CORPORATION OR TO ENJOIN IT FROM THE  CARRYING  ON
   55  OF UNAUTHORIZED ACTIVITIES.
       A. 5727                            14
    1    S 3. Article 3 of the not-for-profit corporation law is REPEALED and a
    2  new article 3 is added to read as follows:
    3                                  ARTICLE 3
    4                    CORPORATE NAME AND SERVICE OF PROCESS
    5  SECTION 301. CORPORATE NAME; GENERAL.
    6          302. CORPORATE NAME; EXCEPTIONS.
    7          303. RESERVATION OF NAME.
    8          304. STATUTORY  DESIGNATION  OF  SECRETARY  OF STATE AS AGENT OF
    9                 DOMESTIC CORPORATIONS FORMED  UNDER  ARTICLE  4  OF  THIS
   10                 CHAPTER  AND  AUTHORIZED FOREIGN CORPORATIONS FOR SERVICE
   11                 OF PROCESS.
   12          305. REGISTERED AGENT FOR SERVICE OF PROCESS.
   13          306. SERVICE OF PROCESS.
   14          307. SERVICE OF PROCESS ON UNAUTHORIZED FOREIGN CORPORATION.
   15          308. RECORDS AND CERTIFICATES OF DEPARTMENT OF STATE.
   16  S 301. CORPORATE NAME; GENERAL.
   17    EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER OR OTHERWISE PROVIDED  BY
   18  LAW, THE NAME OF A DOMESTIC OR FOREIGN CORPORATION:
   19    (A)  SHALL, CONTAIN THE WORD "CORPORATION", "INCORPORATED", "LIMITED",
   20  "ASSOCIATION",  "CLUB",  "FOUNDATION",  "FUND", "INSTITUTE", "UNION", OR
   21  "SOCIETY" OR AN ABBREVIATION OF ONE OF SUCH WORDS; OR, IN THE CASE OF  A
   22  FOREIGN  CORPORATION, IT SHALL, FOR USE IN THIS STATE, ADD AT THE END OF
   23  ITS NAME ONE OF SUCH WORDS OR AN ABBREVIATION THEREOF.
   24    (B) (1) SHALL BE SUCH AS TO DISTINGUISH IT FROM THE  NAMES  OF  CORPO-
   25  RATIONS  OF  ANY  TYPE  OR  KIND,  OR A FICTITIOUS NAME OF AN AUTHORIZED
   26  FOREIGN CORPORATION FILED PURSUANT TO ARTICLE 13  OF  THIS  CHAPTER,  AS
   27  SUCH NAMES APPEAR ON THE INDEX OF NAMES OF EXISTING DOMESTIC AND AUTHOR-
   28  IZED  FOREIGN  CORPORATIONS  OF  ANY  TYPE OR KIND, INCLUDING FICTITIOUS
   29  NAMES OF AUTHORIZED FOREIGN CORPORATIONS FILED PURSUANT TO ARTICLE 13 OF
   30  THIS CHAPTER, IN THE DEPARTMENT OF STATE, DIVISION OF CORPORATIONS, OR A
   31  NAME THE RIGHT TO WHICH IS RESERVED.
   32    (2) SHALL BE SUCH AS TO DISTINGUISH IT FROM (I) THE NAMES OF  DOMESTIC
   33  LIMITED LIABILITY COMPANIES, (II) THE NAMES OF AUTHORIZED FOREIGN LIMIT-
   34  ED LIABILITY COMPANIES, (III) THE FICTITIOUS NAMES OF AUTHORIZED FOREIGN
   35  LIMITED LIABILITY COMPANIES, (IV) THE NAMES OF DOMESTIC LIMITED PARTNER-
   36  SHIPS, (V) THE NAMES OF AUTHORIZED FOREIGN LIMITED PARTNERSHIPS, OR (VI)
   37  THE FICTITIOUS NAMES OF AUTHORIZED FOREIGN LIMITED PARTNERSHIPS, IN EACH
   38  CASE,  AS  SUCH  NAMES APPEAR ON THE INDEX OF NAMES OF EXISTING DOMESTIC
   39  AND AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES, INCLUDING FICTITIOUS
   40  NAMES OF AUTHORIZED FOREIGN LIMITED LIABILITY COMPANIES, IN THE  DEPART-
   41  MENT  OF STATE, OR ON THE INDEX OF NAMES OF EXISTING DOMESTIC OR AUTHOR-
   42  IZED FOREIGN LIMITED PARTNERSHIPS, INCLUDING FICTITIOUS NAMES OF AUTHOR-
   43  IZED FOREIGN LIMITED PARTNERSHIPS, IN THE DEPARTMENT OF STATE, OR  NAMES
   44  THE RIGHTS TO WHICH ARE RESERVED; PROVIDED, HOWEVER, THAT NO CORPORATION
   45  THAT  WAS  FORMED  PRIOR  TO  THE  EFFECTIVE  DATE OF THIS CLAUSE AND NO
   46  FOREIGN CORPORATION THAT WAS QUALIFIED TO  CONDUCT  ACTIVITIES  IN  THIS
   47  STATE  PRIOR TO SUCH EFFECTIVE DATE SHALL BE REQUIRED TO CHANGE THE NAME
   48  OR FICTITIOUS NAME IT HAD ON SUCH EFFECTIVE DATE  SOLELY  BY  REASON  OF
   49  SUCH  NAME  OR  FICTITIOUS NAME BEING INDISTINGUISHABLE FROM THE NAME OR
   50  FICTITIOUS NAME OF ANY DOMESTIC OR AUTHORIZED FOREIGN LIMITED  LIABILITY
   51  COMPANY  OR  LIMITED  PARTNERSHIP OR FROM ANY NAME THE RIGHT TO WHICH IS
   52  RESERVED BY OR ON BEHALF OF ANY DOMESTIC OR  FOREIGN  LIMITED  LIABILITY
   53  COMPANY OR LIMITED PARTNERSHIP.
   54    (C)    SHALL  NOT  CONTAIN  ANY WORD OR PHRASE, OR ANY ABBREVIATION OR
   55  DERIVATIVE THEREOF, THE USE OF WHICH  IS  PROHIBITED  OR  RESTRICTED  BY
       A. 5727                            15
    1  SECTION  404  OF THIS CHAPTER OR ANY OTHER STATUTE OF THIS STATE, UNLESS
    2  IN THE LATTER CASE THE RESTRICTIONS HAVE BEEN COMPLIED WITH.
    3    (D)    SHALL  NOT  CONTAIN  ANY WORD OR PHRASE, OR ANY ABBREVIATION OR
    4  DERIVATIVE THEREOF, IN A CONTEXT WHICH INDICATES  OR  IMPLIES  THAT  THE
    5  CORPORATION,  IF  DOMESTIC,  IS FORMED OR, IF FOREIGN, IS AUTHORIZED FOR
    6  ANY PURPOSE OR IS POSSESSED IN THIS STATE OF  ANY  POWER  OTHER  THAN  A
    7  PURPOSE  FOR  WHICH, OR A POWER WITH WHICH, THE DOMESTIC CORPORATION MAY
    8  BE AND IS FORMED OR THE FOREIGN CORPORATION IS AUTHORIZED.
    9    (E) (1) SHALL NOT CONTAIN ANY OF THE FOLLOWING PHRASES, OR ANY  ABBRE-
   10  VIATION OR DERIVATIVE THEREOF:
   11                                 STATE POLICE
   12                                STATE TROOPER
   13    (2)  SHALL NOT CONTAIN ANY OF THE FOLLOWING WORDS, OR ANY ABBREVIATION
   14  OR DERIVATIVE THEREOF:
   15  ACCEPTANCE             FIDELITY               MORTGAGE
   16  ANNUITY                FINANCE                SAVINGS
   17  ASSURANCE              GUARANTY               SURETY
   18  BANK                   INDEMNITY              TITLE
   19  BOND                   INSURANCE              TRUST
   20  CASUALTY               INVESTMENT             UNDERWRITER
   21  DOCTOR                 LAWYER
   22  ENDOWMENT              LOAN
   23  UNLESS THE APPROVAL OF THE SUPERINTENDENT OF BANKS OR THE SUPERINTENDENT
   24  OF INSURANCE, AS APPROPRIATE, HAS BEEN  OBTAINED;  OR  UNLESS  THE  WORD
   25  "DOCTOR",  "LAWYER",  OR THE PHRASE "STATE POLICE" OR "STATE TROOPER" OR
   26  AN ABBREVIATION OR DERIVATION THEREOF, IS USED IN THE NAME OF  A  CORPO-
   27  RATION  THE  MEMBERSHIP  OF  WHICH  IS  COMPOSED EXCLUSIVELY OF DOCTORS,
   28  LAWYERS, STATE POLICEMEN OR STATE TROOPERS, RESPECTIVELY.
   29    (F)  SHALL NOT CONTAIN ANY WORDS OR PHRASES, OR  ANY  ABBREVIATION  OR
   30  DERIVATIVE  THEREOF  IN  A CONTEXT WHICH WILL TEND TO MISLEAD THE PUBLIC
   31  INTO BELIEVING THAT THE CORPORATION IS AN AGENCY OR  INSTRUMENTALITY  OF
   32  THE  UNITED  STATES OR THE STATE OF NEW YORK OR A SUBDIVISION THEREOF OR
   33  IS A PUBLIC CORPORATION.
   34    (G)  SHALL NOT CONTAIN ANY WORD OR  PHRASE,  OR  ANY  ABBREVIATION  OR
   35  DERIVATION  THEREOF, WHICH, SEPARATELY, OR IN CONTEXT, SHALL BE INDECENT
   36  OR OBSCENE OR SHALL RIDICULE OR DEGRADE ANY PERSON, GROUP, BELIEF, BUSI-
   37  NESS OR AGENCY OF GOVERNMENT OR INDICATE OR IMPLY ANY UNLAWFUL ACTIVITY.
   38    (H) NOTWITHSTANDING ANY OTHER PROVISION OF THIS CHAPTER, MAY,  IN  THE
   39  CASE  OF  A  FOUNDATION ORGANIZED FOR THE SOLE PURPOSE OF PUBLISHING THE
   40  LITERARY WORKS OF A DECEASED PERSON, INCLUDE THE WORD  "DOCTOR"  OR  ANY
   41  ABBREVIATION  OR  DERIVATIVE  THEREOF  AS PART OF ITS NAME IF SUCH WORD,
   42  ABBREVIATION OR DERIVATIVE IS USED TO IDENTIFY THE  PERSON  WHOSE  WORKS
   43  ARE TO BE PUBLISHED.
   44  S 302. CORPORATE NAME; EXCEPTIONS.
   45    (A) ANY REFERENCE TO A CORPORATION IN THIS SECTION EXCEPT AS OTHERWISE
   46  PROVIDED HEREIN SHALL INCLUDE BOTH DOMESTIC AND FOREIGN CORPORATIONS.
   47    (B) THE PROVISIONS OF SECTION 301 OF THIS ARTICLE:
   48    (1)  SHALL  NOT  REQUIRE ANY CORPORATION, EXISTING OR AUTHORIZED UNDER
   49  ANY STATUTE ON THE EFFECTIVE DATE OF THIS CHAPTER, TO ADD TO, MODIFY  OR
   50  OTHERWISE CHANGE ITS CORPORATE NAME.
   51    (2)  SHALL NOT PREVENT A CORPORATION WITH WHICH ANOTHER CORPORATION IS
   52  MERGED, OR WHICH IS FORMED BY THE CONSOLIDATION OF  ONE  OR  MORE  OTHER
   53  CORPORATIONS FROM HAVING THE SAME NAME AS ANY OF SUCH CORPORATIONS IF AT
       A. 5727                            16
    1  THE  TIME  SUCH  OTHER  CORPORATION WAS AUTHORIZED OR EXISTING UNDER ANY
    2  STATUTE OF THIS STATE.
    3    (3)  SHALL  NOT  PREVENT  A  FOREIGN CORPORATION FROM BEING AUTHORIZED
    4  UNDER A NAME WHICH IS SIMILAR TO THE NAME OF A CORPORATION OF  ANY  TYPE
    5  OR  KIND  EXISTING OR AUTHORIZED UNDER ANY STATUTE, IF THE DEPARTMENT OF
    6  STATE FINDS, UPON PROOF BY AFFIDAVIT OR OTHERWISE AS IT  MAY  DETERMINE,
    7  THAT  A  DIFFERENCE  BETWEEN  SUCH NAMES EXISTS IN THE TERMS OR ABBREVI-
    8  ATIONS INDICATING CORPORATE CHARACTER OR OTHERWISE, THAT  THE  APPLICANT
    9  HAS  CONDUCTED  ACTIVITIES  AS A CORPORATION UNDER ITS SAID NAME FOR NOT
   10  LESS THAN TEN CONSECUTIVE YEARS IMMEDIATELY PRIOR TO  THE  DATE  OF  ITS
   11  APPLICATION,  THAT  THE ACTIVITIES TO BE CONDUCTED IN THIS STATE ARE NOT
   12  THE SAME OR SIMILAR TO THE  BUSINESS  OR  ACTIVITIES  CONDUCTED  BY  THE
   13  CORPORATION  WITH  WHOSE NAME IT MAY CONFLICT AND THAT THE PUBLIC IS NOT
   14  LIKELY TO BE CONFUSED OR DECEIVED, AND IF THE APPLICANT SHALL  AGREE  IN
   15  ITS  APPLICATION  FOR  AUTHORITY TO USE WITH ITS CORPORATE NAME, IN THIS
   16  STATE, TO BE PLACED IMMEDIATELY UNDER OR FOLLOWING SUCH NAME, THE  WORDS
   17  "A ..... (NAME OF JURISDICTION OF INCORPORATION) CORPORATION".
   18  S 303. RESERVATION OF NAME.
   19    (A) A CORPORATE NAME MAY BE RESERVED BY:
   20    (1) ANY PERSON INTENDING TO FORM A DOMESTIC CORPORATION.
   21    (2) ANY DOMESTIC CORPORATION INTENDING TO CHANGE ITS NAME.
   22    (3)  ANY  FOREIGN  CORPORATION  INTENDING  TO  APPLY  FOR AUTHORITY TO
   23  CONDUCT ACTIVITIES IN THIS STATE.
   24    (4) ANY AUTHORIZED FOREIGN CORPORATION INTENDING TO CHANGE ITS NAME.
   25    (5) ANY PERSON INTENDING TO INCORPORATE A FOREIGN CORPORATION  AND  TO
   26  HAVE IT APPLY FOR AUTHORITY TO CONDUCT ACTIVITIES IN THIS STATE.
   27    (6)  ANY  DOMESTIC  CORPORATION  INTENDING  TO FILE THE CONSENT OF THE
   28  ATTORNEY GENERAL TO REINSTATE SUCH CORPORATION PURSUANT TO SECTION  1014
   29  OF THIS CHAPTER.
   30    (B) A FICTITIOUS NAME FOR USE PURSUANT TO SECTION 1301 OF THIS CHAPTER
   31  MAY BE RESERVED BY:
   32    (1)  ANY  FOREIGN  CORPORATION  INTENDING TO APPLY FOR AUTHORITY TO DO
   33  BUSINESS IN THIS STATE, PURSUANT TO PARAGRAPH (D)  OF  SECTION  1301  OF
   34  THIS CHAPTER.
   35    (2)  ANY AUTHORIZED FOREIGN CORPORATION INTENDING TO CHANGE ITS FICTI-
   36  TIOUS NAME UNDER WHICH IT CONDUCTS ACTIVITIES IN THIS STATE.
   37    (3) ANY AUTHORIZED FOREIGN CORPORATION WHICH HAS CHANGED ITS CORPORATE
   38  NAME IN ITS JURISDICTION, WHICH NEW CORPORATE NAME IS NOT  AVAILABLE  IN
   39  THIS STATE.
   40    (C)  APPLICATION TO RESERVE A CORPORATE NAME SHALL BE DELIVERED TO THE
   41  DEPARTMENT OF STATE. IT SHALL SET FORTH THE  NAME  AND  ADDRESS  OF  THE
   42  APPLICANT,  THE  NAME  TO BE RESERVED AND A STATEMENT OF THE BASIS UNDER
   43  PARAGRAPH (A) OR (B) OF THIS SECTION FOR THE APPLICATION. THE  SECRETARY
   44  OF  STATE  MAY REQUIRE THE APPLICANT TO SET FORTH IN HIS OR HER APPLICA-
   45  TION THE NATURE OF THE ACTIVITIES TO BE CONDUCTED BY THE CORPORATION. IF
   46  THE NAME IS AVAILABLE FOR CORPORATE USE, THE DEPARTMENT OF  STATE  SHALL
   47  RESERVE THE NAME FOR THE USE OF THE APPLICANT FOR A PERIOD OF SIXTY DAYS
   48  AND  ISSUE  A CERTIFICATE OF RESERVATION. THE PROHIBITIONS, RESTRICTIONS
   49  AND QUALIFICATIONS SET FORTH IN SECTION 301 OF THIS ARTICLE, SECTION 302
   50  OF THIS ARTICLE AND SECTION 404 OF THIS CHAPTER ARE NOT  WAIVED  BY  THE
   51  ISSUANCE OF A CERTIFICATE OF RESERVATION. THE CERTIFICATE OF RESERVATION
   52  SHALL  INCLUDE THE NAME OF THE APPLICANT, THE NAME RESERVED AND THE DATE
   53  OF THE RESERVATION. THE CERTIFICATE OF RESERVATION (OR IN  LIEU  THEREOF
   54  AN  AFFIDAVIT  BY  THE APPLICANT OR BY HIS OR HER AGENT OR ATTORNEY THAT
   55  THE CERTIFICATE OF RESERVATION HAS BEEN LOST OR DESTROYED) SHALL  ACCOM-
       A. 5727                            17
    1  PANY  THE  CERTIFICATE OF INCORPORATION OR THE APPLICATION FOR AUTHORITY
    2  WHEN EITHER IS DELIVERED TO THE DEPARTMENT OF STATE.
    3    (D)  THE  SECRETARY OF STATE MAY EXTEND THE RESERVATION FOR ADDITIONAL
    4  PERIODS OF NOT MORE THAN SIXTY DAYS EACH, UPON THE  WRITTEN  REQUEST  OF
    5  THE  APPLICANT, HIS OR HER ATTORNEY OR AGENT DELIVERED TO THE DEPARTMENT
    6  OF STATE, TO BE FILED BEFORE THE EXPIRATION OF  THE  RESERVATION  PERIOD
    7  THEN  IN  EFFECT. SUCH REQUEST SHALL HAVE ATTACHED TO IT THE CERTIFICATE
    8  OF RESERVATION OF NAME. NOT MORE  THAN  TWO  SUCH  EXTENSIONS  SHALL  BE
    9  GRANTED.
   10    (E)  UPON THE REQUEST OF THE APPLICANT, DELIVERED TO THE DEPARTMENT OF
   11  STATE BEFORE THE EXPIRATION OF THE RESERVED PERIOD,  TOGETHER  WITH  THE
   12  CERTIFICATE OF RESERVATION, THE DEPARTMENT SHALL CANCEL THE RESERVATION.
   13    (F)  ANY  APPLICATION OR REQUEST UNDER THIS SECTION SHALL BE SIGNED BY
   14  THE APPLICANT, HIS OR HER ATTORNEY OR AGENT.
   15  S 304. STATUTORY DESIGNATION OF SECRETARY OF STATE AS AGENT OF  DOMESTIC
   16           CORPORATIONS FORMED UNDER ARTICLE 4 OF THIS CHAPTER AND AUTHOR-
   17           IZED FOREIGN CORPORATIONS FOR SERVICE OF PROCESS.
   18    (A) THE SECRETARY OF STATE SHALL BE THE AGENT OF EVERY DOMESTIC CORPO-
   19  RATION  FORMED  UNDER  ARTICLE  4  OF  THIS CHAPTER AND EVERY AUTHORIZED
   20  FOREIGN CORPORATION UPON WHOM PROCESS AGAINST  THE  CORPORATION  MAY  BE
   21  SERVED.
   22    (B)  ANY  DESIGNATION BY A DOMESTIC CORPORATION FORMED UNDER ARTICLE 4
   23  OF THIS CHAPTER OR FOREIGN CORPORATION OF THE SECRETARY OF STATE AS SUCH
   24  AGENT, WHICH DESIGNATION IS IN EFFECT ON  THE  EFFECTIVE  DATE  OF  THIS
   25  CHAPTER, SHALL CONTINUE. EVERY DOMESTIC CORPORATION FORMED UNDER ARTICLE
   26  4  OF THIS CHAPTER OR FOREIGN CORPORATION, EXISTING OR AUTHORIZED ON THE
   27  EFFECTIVE DATE OF THIS CHAPTER, WHICH HAS NOT DESIGNATED  THE  SECRETARY
   28  OF STATE AS SUCH AGENT, SHALL BE DEEMED TO HAVE DONE SO.
   29    (C)  ANY  DESIGNATION BY A DOMESTIC CORPORATION FORMED UNDER ARTICLE 4
   30  OF THIS CHAPTER OR FOREIGN CORPORATION OF AN AGENT OTHER THAN THE SECRE-
   31  TARY OF STATE WHICH IS IN EFFECT ON THE EFFECTIVE DATE OF  THIS  CHAPTER
   32  SHALL  CONTINUE  IN  EFFECT UNTIL CHANGED OR REVOKED AS PROVIDED IN THIS
   33  CHAPTER.
   34    (D) ANY DESIGNATED POST-OFFICE ADDRESS TO WHICH THE SECRETARY OF STATE
   35  SHALL MAIL A COPY OF PROCESS SERVED UPON THE SECRETARY OF STATE AS AGENT
   36  OF A DOMESTIC CORPORATION FORMED UNDER ARTICLE  4  OF  THIS  CHAPTER  OR
   37  FOREIGN  CORPORATION,  SHALL  CONTINUE UNTIL THE FILING OF A CERTIFICATE
   38  UNDER THIS CHAPTER DIRECTING THE  MAILING  TO  A  DIFFERENT  POST-OFFICE
   39  ADDRESS.
   40  S 305. REGISTERED AGENT FOR SERVICE OF PROCESS.
   41    (A)  EVERY  DOMESTIC CORPORATION OR AUTHORIZED FOREIGN CORPORATION MAY
   42  DESIGNATE A REGISTERED AGENT IN THIS STATE  UPON  WHOM  PROCESS  AGAINST
   43  SUCH  CORPORATION MAY BE SERVED. THE AGENT SHALL BE A NATURAL PERSON WHO
   44  IS A RESIDENT OF OR HAS A BUSINESS ADDRESS IN THIS STATE OR  A  DOMESTIC
   45  CORPORATION  OR  FOREIGN  CORPORATION  OF  ANY  TYPE  OR KIND FORMED, OR
   46  AUTHORIZED TO DO BUSINESS IN THIS STATE, UNDER THIS CHAPTER OR UNDER ANY
   47  OTHER STATUTE OF THIS STATE.
   48    (B) ANY SUCH DESIGNATION OF A REGISTERED AGENT MAY BE MADE, REVOKED OR
   49  CHANGED AS PROVIDED IN THIS CHAPTER.
   50    (C) A REGISTERED AGENT MAY RESIGN AS SUCH AGENT. A CERTIFICATE,  ENTI-
   51  TLED  "CERTIFICATE  OF  RESIGNATION  OF  REGISTERED AGENT OF ...........
   52  (NAME OF DESIGNATING CORPORATION) UNDER SECTION 305  OF  THE  NON-PROFIT
   53  CORPORATION LAW", SHALL BE SIGNED BY SUCH REGISTERED AGENT AND DELIVERED
   54  TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
   55    (1)  THAT  THE  REGISTERED  AGENT  RESIGNS AS REGISTERED AGENT FOR THE
   56  DESIGNATING CORPORATION.
       A. 5727                            18
    1    (2) THE DATE THE CERTIFICATE OF INCORPORATION OR THE  APPLICATION  FOR
    2  AUTHORITY  OF THE DESIGNATING CORPORATION WAS FILED BY THE DEPARTMENT OF
    3  STATE.
    4    (3)  THAT  THE  REGISTERED AGENT HAS SENT A COPY OF THE CERTIFICATE OF
    5  RESIGNATION BY REGISTERED MAIL TO THE  DESIGNATING  CORPORATION  AT  THE
    6  POST-OFFICE ADDRESS ON FILE IN THE DEPARTMENT OF STATE SPECIFIED FOR THE
    7  MAILING  OF  PROCESS OR IF SUCH ADDRESS IS THE ADDRESS OF THE REGISTERED
    8  AGENT, THEN TO THE OFFICE OF THE DESIGNATING CORPORATION IN  THE  JURIS-
    9  DICTION OF ITS FORMATION OR INCORPORATION.
   10    (D)  THE DESIGNATION OF A REGISTERED AGENT SHALL TERMINATE THIRTY DAYS
   11  AFTER THE FILING BY THE DEPARTMENT OF STATE OF A CERTIFICATE OF RESIGNA-
   12  TION OR A CERTIFICATE CONTAINING A REVOCATION OR CHANGE  OF  THE  DESIG-
   13  NATION,  WHICHEVER  IS  FILED  EARLIER.  A CERTIFICATE DESIGNATING A NEW
   14  REGISTERED AGENT MAY BE DELIVERED TO THE  DEPARTMENT  OF  STATE  BY  THE
   15  CORPORATION WITHIN THE THIRTY DAYS OR THEREAFTER.
   16  S 306. SERVICE OF PROCESS.
   17    (A) SERVICE OF PROCESS ON A REGISTERED AGENT MAY BE MADE IN THE MANNER
   18  PROVIDED BY LAW FOR THE SERVICE OF A SUMMONS, AS IF THE REGISTERED AGENT
   19  WAS A DEFENDANT.
   20    (B)  SERVICE OF PROCESS ON THE SECRETARY OF STATE AS AGENT OF A DOMES-
   21  TIC CORPORATION FORMED UNDER ARTICLE 4 OF THIS CHAPTER OR AN  AUTHORIZED
   22  FOREIGN  CORPORATION SHALL BE MADE BY PERSONALLY DELIVERING TO AND LEAV-
   23  ING WITH THE SECRETARY OF STATE OR HIS OR HER DEPUTY, OR WITH ANY PERSON
   24  AUTHORIZED BY THE SECRETARY OF STATE TO RECEIVE  SUCH  SERVICE,  AT  THE
   25  OFFICE  OF  THE  DEPARTMENT  OF  STATE  IN THE CITY OF ALBANY, DUPLICATE
   26  COPIES OF SUCH PROCESS TOGETHER WITH THE STATUTORY FEE, WHICH FEE  SHALL
   27  BE A TAXABLE DISBURSEMENT.  SERVICE OF PROCESS ON SUCH CORPORATION SHALL
   28  BE  COMPLETE  WHEN THE SECRETARY OF STATE IS SO SERVED. THE SECRETARY OF
   29  STATE SHALL PROMPTLY SEND ONE OF SUCH COPIES BY CERTIFIED  MAIL,  RETURN
   30  RECEIPT  REQUESTED,  TO SUCH CORPORATION, AT THE POST OFFICE ADDRESS, ON
   31  FILE IN THE DEPARTMENT OF STATE, SPECIFIED FOR THE PURPOSE. IF A  DOMES-
   32  TIC  CORPORATION FORMED UNDER ARTICLE 4 OF THIS CHAPTER OR AN AUTHORIZED
   33  FOREIGN CORPORATION HAS NO SUCH ADDRESS ON FILE  IN  THE  DEPARTMENT  OF
   34  STATE,  THE  SECRETARY  OF  STATE SHALL SO MAIL SUCH COPY TO SUCH CORPO-
   35  RATION AT THE ADDRESS OF ITS OFFICE WITHIN THIS STATE  ON  FILE  IN  THE
   36  DEPARTMENT.
   37    (C)  IF  AN  ACTION  OR SPECIAL PROCEEDING IS INSTITUTED IN A COURT OF
   38  LIMITED JURISDICTION, SERVICE OF PROCESS  MAY  BE  MADE  IN  THE  MANNER
   39  PROVIDED  IN  THIS  SECTION  IF  THE  OFFICE OF THE DOMESTIC CORPORATION
   40  FORMED UNDER ARTICLE 4 OF THIS CHAPTER OR FOREIGN CORPORATION IS  WITHIN
   41  THE TERRITORIAL JURISDICTION OF THE COURT.
   42    (D) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
   43  ANY OTHER MANNER PERMITTED BY LAW.
   44  S 307. SERVICE OF PROCESS ON UNAUTHORIZED FOREIGN CORPORATION.
   45    (A)  IN  ANY  CASE  IN WHICH A NON-DOMICILIARY WOULD BE SUBJECT TO THE
   46  PERSONAL OR OTHER JURISDICTION OF THE COURTS OF THIS STATE UNDER ARTICLE
   47  THREE OF THE CIVIL PRACTICE LAW AND RULES,  A  FOREIGN  CORPORATION  NOT
   48  AUTHORIZED  TO  CONDUCT  ACTIVITIES  IN  THIS STATE IS SUBJECT TO A LIKE
   49  JURISDICTION. IN ANY SUCH CASE, PROCESS AGAINST SUCH FOREIGN CORPORATION
   50  MAY BE SERVED UPON THE SECRETARY OF STATE AS ITS AGENT. SUCH PROCESS MAY
   51  ISSUE IN ANY COURT IN THIS STATE  HAVING  JURISDICTION  OF  THE  SUBJECT
   52  MATTER.
   53    (B)  SERVICE OF SUCH PROCESS UPON THE SECRETARY OF STATE SHALL BE MADE
   54  BY PERSONALLY DELIVERING TO AND LEAVING WITH THE SECRETARY OF  STATE  OR
   55  HIS  OR  HER  DEPUTY,  OR WITH ANY PERSON AUTHORIZED BY THE SECRETARY OF
   56  STATE TO RECEIVE SUCH SERVICE, AT THE OFFICE OF THE DEPARTMENT OF  STATE
       A. 5727                            19
    1  IN THE CITY OF ALBANY, A COPY OF SUCH PROCESS TOGETHER WITH THE STATUTO-
    2  RY FEE, WHICH FEE SHALL BE A TAXABLE DISBURSEMENT. SUCH SERVICE SHALL BE
    3  SUFFICIENT IF NOTICE THEREOF AND A COPY OF THE PROCESS ARE:
    4    (1)  DELIVERED  PERSONALLY  WITHOUT  THIS STATE TO SUCH FOREIGN CORPO-
    5  RATION BY A PERSON AND IN THE MANNER AUTHORIZED TO SERVE PROCESS BY  LAW
    6  OF THE JURISDICTION IN WHICH SERVICE IS MADE, OR
    7    (2)  SENT BY OR ON BEHALF OF THE PLAINTIFF TO SUCH FOREIGN CORPORATION
    8  BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,  TO  THE  POST  OFFICE
    9  ADDRESS  SPECIFIED  FOR  THE  PURPOSE OF MAILING PROCESS, ON FILE IN THE
   10  DEPARTMENT OF STATE, OR WITH ANY OFFICIAL OR BODY PERFORMING THE  EQUIV-
   11  ALENT  FUNCTION, IN THE JURISDICTION OF ITS INCORPORATION, OR IF NO SUCH
   12  ADDRESS IS THERE SPECIFIED, TO ITS  REGISTERED  OR  OTHER  OFFICE  THERE
   13  SPECIFIED,  OR IF NO SUCH OFFICE IS THERE SPECIFIED, TO THE LAST ADDRESS
   14  OF SUCH FOREIGN CORPORATION KNOWN TO THE PLAINTIFF.
   15    (C) (1) WHERE SERVICE OF A COPY OF PROCESS WAS  EFFECTED  BY  PERSONAL
   16  SERVICE,  PROOF OF SERVICE SHALL BE BY AFFIDAVIT OF COMPLIANCE WITH THIS
   17  SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN THIRTY DAYS AFTER  SUCH
   18  SERVICE,  WITH  THE  CLERK  OF  THE COURT IN WHICH THE ACTION OR SPECIAL
   19  PROCEEDING IS PENDING. SERVICE OF PROCESS SHALL  BE  COMPLETE  TEN  DAYS
   20  AFTER SUCH PAPERS ARE FILED WITH THE CLERK OF THE COURT.
   21    (2)  WHERE  SERVICE  OF  A  COPY OF PROCESS WAS EFFECTED BY MAILING IN
   22  ACCORDANCE WITH THIS SECTION, PROOF OF SERVICE SHALL BE BY AFFIDAVIT  OF
   23  COMPLIANCE  WITH  THIS  SECTION FILED, TOGETHER WITH THE PROCESS, WITHIN
   24  THIRTY DAYS AFTER RECEIPT OF THE RETURN RECEIPT SIGNED  BY  THE  FOREIGN
   25  CORPORATION,  OR  OTHER  OFFICIAL  PROOF  OF DELIVERY OR OF THE ORIGINAL
   26  ENVELOPE MAILED. IF A COPY OF THE PROCESS IS MAILED IN  ACCORDANCE  WITH
   27  THIS  SECTION,  THERE  SHALL  BE  FILED WITH THE AFFIDAVIT OF COMPLIANCE
   28  EITHER THE RETURN RECEIPT SIGNED BY SUCH FOREIGN  CORPORATION  OR  OTHER
   29  OFFICIAL  PROOF  OF  DELIVERY  OR,  IF ACCEPTANCE WAS REFUSED BY IT, THE
   30  ORIGINAL ENVELOPE WITH A NOTATION BY THE POSTAL AUTHORITIES THAT ACCEPT-
   31  ANCE WAS REFUSED. IF ACCEPTANCE WAS REFUSED, A COPY OF  THE  NOTICE  AND
   32  PROCESS  TOGETHER  WITH THE NOTICE OF THE MAILING BY REGISTERED MAIL AND
   33  REFUSAL TO ACCEPT SHALL BE PROMPTLY SENT TO SUCH FOREIGN CORPORATION  AT
   34  THE  SAME ADDRESS BY ORDINARY MAIL AND THE AFFIDAVIT OF COMPLIANCE SHALL
   35  SO STATE. SERVICE OF PROCESS SHALL  BE  COMPLETE  TEN  DAYS  AFTER  SUCH
   36  PAPERS  ARE  FILED  WITH  THE  CLERK OF THE COURT. THE REFUSAL TO ACCEPT
   37  DELIVERY OF THE REGISTERED MAIL OR TO SIGN THE RETURN RECEIPT SHALL  NOT
   38  AFFECT THE VALIDITY OF THE SERVICE AND SUCH FOREIGN CORPORATION REFUSING
   39  TO  ACCEPT  SUCH  REGISTERED MAIL SHALL BE CHARGED WITH KNOWLEDGE OF THE
   40  CONTENTS THEREOF.
   41    (D) SERVICE MADE AS PROVIDED IN THIS SECTION SHALL HAVE THE SAME FORCE
   42  AS PERSONAL SERVICE MADE WITHIN THIS STATE.
   43    (E) NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
   44  ANY OTHER MANNER PERMITTED BY LAW.
   45  S 308. RECORDS AND CERTIFICATES OF DEPARTMENT OF STATE.
   46    THE DEPARTMENT OF STATE SHALL KEEP A RECORD  OF  EACH  PROCESS  SERVED
   47  UPON  THE  SECRETARY  OF STATE UNDER THIS CHAPTER, INCLUDING THE DATE OF
   48  SERVICE. IT SHALL, UPON REQUEST MADE WITHIN TEN YEARS OF  SUCH  SERVICE,
   49  ISSUE  A  CERTIFICATE UNDER ITS SEAL CERTIFYING AS TO THE RECEIPT OF THE
   50  PROCESS BY AN AUTHORIZED PERSON, THE DATE AND PLACE OF SUCH SERVICE  AND
   51  THE  RECEIPT  OF THE STATUTORY FEE. PROCESS SERVED UPON THE SECRETARY OF
   52  STATE UNDER THIS CHAPTER MAY BE DESTROYED  BY  THE  SECRETARY  OF  STATE
   53  AFTER A PERIOD OF TEN YEARS FROM SUCH SERVICE.
   54    S 4. Article 4 of the not-for-profit corporation law is REPEALED and a
   55  new article 4 is added to read as follows:
       A. 5727                            20
    1                                   ARTICLE 4
    2                          FORMATION OF CORPORATIONS
    3  SECTION 401. INCORPORATORS.
    4          402. CERTIFICATE OF INCORPORATION; CONTENTS.
    5          403. CERTIFICATE OF INCORPORATION; EFFECT.
    6          404. NOTICES, APPROVALS AND CONSENTS.
    7          405. ORGANIZATION MEETING.
    8          406. PRIVATE  FOUNDATION, AS DEFINED IN THE UNITED STATES INTER-
    9                 NAL REVENUE CODE OF 1986, AS AMENDED: PROVISIONS INCLUDED
   10                 IN THE CERTIFICATE OF INCORPORATION.
   11  S 401. INCORPORATORS.
   12    ONE OR MORE NATURAL PERSONS AT LEAST EIGHTEEN YEARS OF AGE MAY ACT  AS
   13  INCORPORATORS OF A CORPORATION TO BE FORMED UNDER THIS CHAPTER.
   14  S 402. CERTIFICATE OF INCORPORATION; CONTENTS.
   15    (A)   A   CERTIFICATE,   ENTITLED  "CERTIFICATE  OF  INCORPORATION  OF
   16  .................... (NAME OF CORPORATION), UNDER  SECTION  402  OF  THE
   17  NON-PROFIT  CORPORATION  LAW," SHALL BE SIGNED BY EACH INCORPORATOR WITH
   18  THE NAME AND ADDRESS OF SUCH INCORPORATOR INCLUDED IN  SUCH  CERTIFICATE
   19  AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
   20    (1) THE NAME OF THE CORPORATION.
   21    (2)  THAT  THE CORPORATION IS A CORPORATION AS DEFINED IN SUBPARAGRAPH
   22  (8) OF PARAGRAPH (A) OF SECTION 102 OF THIS CHAPTER AND THE  PURPOSE  OR
   23  PURPOSES FOR WHICH IT IS FORMED.
   24    (3) THE COUNTY WITHIN THE STATE IN WHICH THE OFFICE OF THE CORPORATION
   25  IS  TO  BE  LOCATED. IT MAY ALSO SET FORTH THE POST OFFICE ADDRESS OF AN
   26  OFFICE WITHOUT THE STATE, AT WHICH, PURSUANT  TO  SECTION  621  OF  THIS
   27  CHAPTER,  THE  BOOKS  AND RECORDS OF ACCOUNT OF THE CORPORATION SHALL BE
   28  KEPT.
   29    (4) THE DURATION OF THE CORPORATION IF OTHER THAN PERPETUAL.
   30    (5) A DESIGNATION OF THE SECRETARY OF STATE AS  AGENT  OF  THE  CORPO-
   31  RATION  UPON  WHOM  PROCESS AGAINST IT MAY BE SERVED AND THE POST OFFICE
   32  ADDRESS WITHIN OR WITHOUT THIS STATE TO WHICH  THE  SECRETARY  OF  STATE
   33  SHALL MAIL A COPY OF ANY PROCESS AGAINST IT SERVED UPON THE SECRETARY OF
   34  STATE.
   35    (6)  IF  THE  CORPORATION  IS TO HAVE A REGISTERED AGENT, THE NAME AND
   36  ADDRESS WITHIN THIS STATE OF SUCH AGENT AND A STATEMENT THAT THE  REGIS-
   37  TERED  AGENT  IS  TO  BE  THE AGENT OF THE CORPORATION UPON WHOM PROCESS
   38  AGAINST IT MAY BE SERVED.
   39    (7) THE STATEMENTS, IF ANY, WITH RESPECT TO SPECIAL NON-PROFIT  CORPO-
   40  RATIONS REQUIRED UNDER ARTICLE 14 OF THIS CHAPTER.
   41    (B)  IF  THE CERTIFICATE IS FOR THE INCORPORATION OF AN EXISTING UNIN-
   42  CORPORATED ASSOCIATION OR GROUP IT SHALL HAVE ANNEXED THERETO AN AFFIDA-
   43  VIT OF THE SUBSCRIBERS OF SUCH CERTIFICATE STATING THAT THEY  CONSTITUTE
   44  A  MAJORITY OF THE MEMBERS OF A COMMITTEE DULY AUTHORIZED TO INCORPORATE
   45  SUCH ASSOCIATION OR GROUP.
   46    (C) THE CERTIFICATE OF INCORPORATION MAY SET FORTH ANY PROVISION,  NOT
   47  INCONSISTENT  WITH THIS CHAPTER OR ANY OTHER STATUTE OF THE STATE, WHICH
   48  PROVISION IS (1) FOR THE REGULATION  OF  THE  INTERNAL  AFFAIRS  OF  THE
   49  CORPORATION,  INCLUDING  TYPES OR CLASSES OF MEMBERSHIP AND THE DISTRIB-
   50  UTION OF ASSETS ON DISSOLUTION OR FINAL  LIQUIDATION,  (2)  RELATING  TO
   51  MATTERS  THAT  ARE REQUIRED OR PERMITTED TO BE SET FORTH IN THE BY-LAWS,
   52  OR (3) REQUIRED BY ANY GOVERNMENTAL BODY OR OFFICER OR OTHER  PERSON  OR
   53  BODY AS A CONDITION FOR INCORPORATION.
   54    (D)  THE CERTIFICATE OF INCORPORATION MAY SET FORTH A PROVISION ELIMI-
   55  NATING OR LIMITING THE PERSONAL LIABILITY OF  DIRECTORS  TO  THE  CORPO-
       A. 5727                            21
    1  RATION OR ITS MEMBERS FOR DAMAGES FOR ANY BREACH OF DUTY IN SUCH CAPACI-
    2  TY, PROVIDED THAT NO SUCH PROVISION SHALL ELIMINATE OR LIMIT:
    3    (1) THE LIABILITY OF ANY DIRECTOR IF A JUDGMENT OR OTHER FINAL ADJUDI-
    4  CATION ADVERSE TO SUCH DIRECTOR ESTABLISHES THAT SUCH DIRECTOR'S ACTS OR
    5  OMISSIONS  WERE  IN  BAD  FAITH  OR INVOLVED INTENTIONAL MISCONDUCT OR A
    6  KNOWING VIOLATION OF LAW OR THAT SUCH DIRECTOR PERSONALLY GAINED IN FACT
    7  A FINANCIAL PROFIT OR OTHER ADVANTAGE TO WHICH  SUCH  DIRECTOR  WAS  NOT
    8  LEGALLY  ENTITLED  OR  THAT SUCH DIRECTOR'S ACTS VIOLATED SECTION 719 OF
    9  THIS CHAPTER, OR
   10    (2) THE LIABILITY OF ANY DIRECTOR FOR ANY ACT OR OMISSION PRIOR TO THE
   11  ADOPTION OF A PROVISION AUTHORIZED BY THIS PARAGRAPH.
   12  S 403. CERTIFICATE OF INCORPORATION; EFFECT.
   13    UPON THE FILING OF THE CERTIFICATE OF INCORPORATION BY THE  DEPARTMENT
   14  OF  STATE,  THE  CORPORATE  EXISTENCE  SHALL BEGIN, AND SUCH CERTIFICATE
   15  SHALL BE CONCLUSIVE EVIDENCE THAT ALL  CONDITIONS  PRECEDENT  HAVE  BEEN
   16  FULFILLED  AND  THAT THE CORPORATION HAS BEEN FORMED UNDER THIS CHAPTER,
   17  EXCEPT IN AN ACTION OR SPECIAL PROCEEDING BROUGHT BY THE ATTORNEY-GENER-
   18  AL.  WHERE THE CERTIFICATE IS FOR THE INCORPORATION OF AN UNINCORPORATED
   19  ASSOCIATION OR GROUP, THE MEMBERS OF SUCH ASSOCIATION OR GROUP SHALL  BE
   20  MEMBERS OF THE CORPORATION SO CREATED, AND ALL PROPERTY OWNED BY OR HELD
   21  FOR  IT  SHALL  BELONG  TO  AND  VEST IN THE CORPORATION, SUBJECT TO ALL
   22  EXISTING ENCUMBRANCES AND CLAIMS  AS  IF  INCORPORATION  HAD  NOT  TAKEN
   23  PLACE. WHERE THE CERTIFICATE IS FOR THE REINCORPORATION OF A CORPORATION
   24  CREATED  BY  SPECIAL  LAW  FOR  PURPOSES  FOR WHICH A CORPORATION MAY BE
   25  FORMED UNDER THIS CHAPTER,  SUCH  REINCORPORATION  SHALL  NOT  EFFECT  A
   26  DISSOLUTION OF THE CORPORATION BUT SHALL BE A CONTINUATION OF ITS CORPO-
   27  RATE  EXISTENCE,  WITHOUT AFFECTING ITS THEN EXISTING PROPERTY RIGHTS OR
   28  LIABILITIES, OR THE LIABILITIES OF ITS MEMBERS OR OFFICERS AS SUCH,  BUT
   29  THEREAFTER IT SHALL HAVE ONLY SUCH RIGHTS, POWERS AND PRIVILEGES, AND BE
   30  SUBJECT TO SUCH OTHER DUTIES AND LIABILITIES AS A CORPORATION FORMED FOR
   31  THE  SAME  PURPOSES  UNDER  THIS CHAPTER.   NOTWITHSTANDING THE ABOVE, A
   32  CERTIFICATE OF INCORPORATION MAY SET FORTH A DATE SUBSEQUENT TO  FILING,
   33  NOT TO EXCEED NINETY DAYS AFTER FILING, UPON WHICH DATE CORPORATE EXIST-
   34  ENCE SHALL BEGIN.
   35  S 404. NOTICES, APPROVALS AND CONSENTS.
   36    (A)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
   37  INCLUDES AMONG ITS PURPOSES THE FORMATION OF A TRADE OR BUSINESS ASSOCI-
   38  ATION SHALL PROVIDE A CERTIFIED COPY OF SUCH CERTIFICATE, WITHIN  THIRTY
   39  DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE ATTORNEY GENERAL.
   40    (B)  (1)  EVERY  CORPORATION  CERTIFICATE  OF  INCORPORATION  OF WHICH
   41  INCLUDES AMONG ITS PURPOSES THE CARE  OF  DESTITUTE,  DELINQUENT,  ABAN-
   42  DONED,  NEGLECTED  OR DEPENDENT CHILDREN; THE ESTABLISHMENT OR OPERATION
   43  OF ANY ADULT CARE FACILITY, OR THE ESTABLISHMENT OR OPERATION OF A RESI-
   44  DENTIAL PROGRAM FOR VICTIMS OF DOMESTIC VIOLENCE AS DEFINED IN  SUBDIVI-
   45  SION  FOUR  OF  SECTION  459-A  OF  THE  SOCIAL  SERVICES  LAW,  OR  THE
   46  PLACING-OUT OR BOARDING-OUT OF CHILDREN OR A HOME OR SHELTER FOR  UNMAR-
   47  RIED  MOTHERS,  EXCEPTING THE ESTABLISHMENT OR MAINTENANCE OF A HOSPITAL
   48  OR FACILITY PROVIDING HEALTH-RELATED SERVICES AS THOSE TERMS ARE DEFINED
   49  IN ARTICLE TWENTY-EIGHT OF THE PUBLIC HEALTH  LAW  AND  A  FACILITY  FOR
   50  WHICH  AN  OPERATING  CERTIFICATE IS REQUIRED BY ARTICLES SIXTEEN, NINE-
   51  TEEN, TWENTY-TWO AND THIRTY-ONE OF THE MENTAL HYGIENE LAW; OR THE SOLIC-
   52  ITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE OR PURPOSES, SHALL PROVIDE
   53  A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION WITHIN THIRTY  DAYS
   54  AFTER  THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER OF THE OFFICE
   55  OF CHILDREN AND FAMILY SERVICES OR WITH RESPECT TO ANY ADULT CARE FACIL-
   56  ITY, THE COMMISSIONER OF HEALTH.
       A. 5727                            22
    1    (2) A CORPORATION WHOSE STATEMENT OF  PURPOSES  SPECIFICALLY  INCLUDES
    2  THE  ESTABLISHMENT OR OPERATION OF A CHILD DAY CARE CENTER, AS THAT TERM
    3  IS DEFINED IN SECTION THREE HUNDRED NINETY OF THE SOCIAL  SERVICES  LAW,
    4  SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, EACH
    5  AMENDMENT  THERETO,  AND  ANY  CERTIFICATE  OF  MERGER, CONSOLIDATION OR
    6  DISSOLUTION INVOLVING SUCH CORPORATION TO THE  OFFICE  OF  CHILDREN  AND
    7  FAMILY SERVICES WITHIN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE,
    8  AMENDMENT,  MERGER,  CONSOLIDATION OR DISSOLUTION WITH THE DEPARTMENT OF
    9  STATE. THIS REQUIREMENT SHALL ALSO  APPLY  TO  ANY  FOREIGN  CORPORATION
   10  FILING  AN APPLICATION FOR AUTHORITY UNDER SECTION 1304 OF THIS CHAPTER,
   11  ANY AMENDMENTS THERETO, AND ANY SURRENDER OF AUTHORITY OR TERMINATION OF
   12  AUTHORITY IN THIS STATE OF SUCH CORPORATION.
   13    (C) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   14  INCLUDES AMONG THE PURPOSES OF THE CORPORATION, THE ESTABLISHMENT, MAIN-
   15  TENANCE  AND  OPERATION  OF  A HOSPITAL SERVICE OR A HEALTH SERVICE OR A
   16  MEDICAL EXPENSE INDEMNITY PLAN OR A DENTAL  EXPENSE  INDEMNITY  PLAN  AS
   17  PERMITTED  IN  ARTICLE FORTY-THREE OF THE INSURANCE LAW, SHALL PROVIDE A
   18  CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN  THIRTY  DAYS
   19  AFTER THE FILING OF SUCH CERTIFICATE, TO THE SUPERINTENDENT OF INSURANCE
   20  AND THE COMMISSIONER OF HEALTH.
   21    (D)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
   22  INCLUDES A PURPOSE FOR WHICH A CORPORATION MIGHT  BE  CHARTERED  BY  THE
   23  REGENTS  OF  THE  UNIVERSITY  OF  THE  STATE OF NEW YORK SHALL PROVIDE A
   24  CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN  THIRTY  DAYS
   25  AFTER THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER OF EDUCATION.
   26    (E)  EVERY  CEMETERY CORPORATION, EXCEPT THOSE WITHIN THE EXCLUSIONARY
   27  PROVISIONS OF SECTION 1503 OF THIS CHAPTER  SHALL  PROVIDE  A  CERTIFIED
   28  COPY  OF  THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE
   29  FILING OF SUCH CERTIFICATE, TO THE CEMETERY BOARD.
   30    (F) EVERY CERTIFICATE OF INCORPORATION OF  A  FIRE  CORPORATION  SHALL
   31  HAVE  ENDORSED  THEREON  OR  ANNEXED  THERETO  THE  APPROVAL, SIGNED AND
   32  ACKNOWLEDGED, OF THE AUTHORITIES OF EACH CITY,  VILLAGE,  TOWN  OR  FIRE
   33  DISTRICT  IN  WHICH  THE  CORPORATION  PROPOSES TO ACT. SUCH AUTHORITIES
   34  SHALL BE: IN A CITY, THE MAYOR; IN A VILLAGE, A MAJORITY  OF  THE  TRUS-
   35  TEES;  IN A TOWN, A MAJORITY OF THE MEMBERS OF THE TOWN BOARD; IN A FIRE
   36  DISTRICT, A MAJORITY OF THE FIRE COMMISSIONERS. THE MEMBERS OF THE  TOWN
   37  BOARD  OF A TOWN, OR THE TRUSTEES OF A VILLAGE, SHALL NOT CONSENT TO THE
   38  FORMATION OF A FIRE CORPORATION AS  HEREINBEFORE  PROVIDED,  UNTIL  SUCH
   39  BOARD  SHALL  HAVE  HELD A PUBLIC HEARING ON THE QUESTION OF WHETHER THE
   40  FIRE COMPANY SHOULD BE INCORPORATED. THE NOTICE SHALL  BE  PUBLISHED  AT
   41  LEAST ONCE IN EACH WEEK FOR TWO SUCCESSIVE WEEKS IN THE OFFICIAL NEWSPA-
   42  PER  PUBLISHED  IN  THE COUNTY IN WHICH SUCH FIRE CORPORATION INTENDS TO
   43  LOCATE, PRIOR TO THE REGULAR MEETING OF SUCH  BOARD  DESIGNATED  BY  THE
   44  CHAIRMAN  OF THE BOARD TO CONSIDER THE MATTER. SUCH NOTICE SHALL CONTAIN
   45  THE NAME OF THE PROPOSED COMPANY, THE NAMES OF THE PERSONS  SIGNING  THE
   46  CERTIFICATE OF INCORPORATION, A BRIEF DESCRIPTION OF THE TERRITORY TO BE
   47  PROTECTED  BY  THE FIRE COMPANY AND THAT ALL PERSONS INTERESTED SHALL BE
   48  HEARD. IF NO NEWSPAPER IS PUBLISHED IN THE COUNTY THE PUBLICATION OF THE
   49  NOTICE SHALL BE IN A NEWSPAPER IN AN ADJOINING COUNTY  SELECTED  BY  THE
   50  CHAIRMAN OF SUCH BOARD. ALL EXPENSES IN CONNECTION WITH SUCH PUBLICATION
   51  SHALL BE BORNE BY THE PARTIES MAKING THE APPLICATION AND PAID BEFORE THE
   52  HEARING.
   53    (G)  EVERY  CORPORATION  FOR  PREVENTION  OF  CRUELTY TO ANIMALS SHALL
   54  PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE  OF  INCORPORATION,  WITHIN
   55  THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE APPROVAL OF THE
   56  AMERICAN SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS.
       A. 5727                            23
    1    (H)  EVERY YOUNG MEN'S CHRISTIAN ASSOCIATION SHALL PROVIDE A CERTIFIED
    2  COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS  AFTER  THE
    3  FILING  OF  SUCH  CERTIFICATE,  TO THE CHAIRMAN OF THE NATIONAL BOARD OF
    4  YOUNG MEN'S CHRISTIAN ASSOCIATIONS.
    5    (I)  EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH INDI-
    6  CATES THAT THE PROPOSED CORPORATION IS TO SOLICIT FUNDS FOR OR OTHERWISE
    7  BENEFIT THE ARMED FORCES OF THE UNITED STATES OR OF ANY FOREIGN COUNTRY,
    8  OR THEIR AUXILIARIES, OR OF THIS OR ANY OTHER STATE  OR  ANY  TERRITORY,
    9  SHALL  PROVIDE  A  CERTIFIED  COPY  OF THE CERTIFICATE OF INCORPORATION,
   10  WITHIN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE CHIEF OF
   11  STAFF.
   12    (J) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   13  INCLUDES  AMONG  ITS PURPOSES THE ORGANIZATION OF WAGE-EARNERS FOR THEIR
   14  MUTUAL BETTERMENT, PROTECTION AND ADVANCEMENT; THE REGULATION  OF  HOURS
   15  OF LABOR, WORKING CONDITIONS, OR WAGES; OR THE PERFORMANCE, RENDITION OR
   16  SALE OF SERVICES AS LABOR CONSULTANT, LABOR-MANAGEMENT ADVISOR, NEGOTIA-
   17  TOR,  ARBITRATOR,  OR SPECIALIST; AND EVERY CERTIFICATE OF INCORPORATION
   18  IN WHICH THE NAME OF THE PROPOSED CORPORATION INCLUDES "UNION", "LABOR",
   19  "COUNCIL" OR "INDUSTRIAL ORGANIZATION", OR ANY ABBREVIATION  OR  DERIVA-
   20  TIVE THEREOF IN A CONTEXT THAT INDICATES OR IMPLIES THAT THE CORPORATION
   21  IS  FORMED FOR ANY OF THE ABOVE PURPOSES, SHALL PROVIDE A CERTIFIED COPY
   22  OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE FILING
   23  OF SUCH CERTIFICATE TO THE INDUSTRIAL BOARD OF APPEALS.
   24    (K) EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH HAS AS
   25  ITS EXCLUSIVE PURPOSE THE PROMOTION OF THE  INTERESTS  OF  SAVINGS  BANK
   26  LIFE  INSURANCE  OR THE PROMOTION OF THE INTERESTS OF MEMBER BANKS SHALL
   27  PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE  OF  INCORPORATION,  WITHIN
   28  THIRTY  DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE SUPERINTENDENT
   29  OF BANKS.
   30    (L) EVERY CORPORATION THE CERTIFICATE OF INCORPORATION OF WHICH HAS AS
   31  ITS EXCLUSIVE PURPOSE THE CREATION OF AN ASSOCIATION OF LICENSED  INSUR-
   32  ANCE  AGENTS,  LICENSED  INSURANCE BROKERS, OR LICENSED INSURANCE UNDER-
   33  WRITERS AND EVERY APPLICATION FOR AUTHORITY  OF  A  FOREIGN  CORPORATION
   34  WHICH IS AN INDEPENDENT LABORATORY ENGAGED IN TESTING FOR PUBLIC SAFETY,
   35  OR  WHICH HAS AS ITS PURPOSE THE ADVANCEMENT OF CORPORATE, GOVERNMENTAL,
   36  AND INSTITUTIONAL RISK AND INSURANCE MANAGEMENT, OR  WHICH  HAS  AS  ITS
   37  EXCLUSIVE  PURPOSE  THE  CREATION OF AN ASSOCIATION OF INSURERS, EACH OF
   38  WHICH IS DULY LICENSED IN THIS STATE OR, IF IT DOES NO  BUSINESS  OR  IS
   39  NOT LICENSED IN THIS STATE, IS DULY LICENSED IN ANOTHER STATE OR FOREIGN
   40  JURISDICTION SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCOR-
   41  PORATION,  WITHIN  THIRTY  DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO
   42  THE SUPERINTENDENT OF INSURANCE.
   43    (M) EVERY CERTIFICATE OF  INCORPORATION  IN  WHICH  THE  NAME  OF  THE
   44  PROPOSED  CORPORATION  INCLUDES THE NAME OF A POLITICAL PARTY SHALL HAVE
   45  ENDORSED THEREON OR ANNEXED THERETO THE CONSENT OF THE CHAIRMAN  OF  THE
   46  COUNTY  COMMITTEE  OF  SUCH  POLITICAL  PARTY OF THE COUNTY IN WHICH THE
   47  OFFICE OF THE CORPORATION IS TO BE LOCATED, EXCEPT IN  CASES  WHERE  THE
   48  SUPREME  COURT  FINDS THAT THE WITHHOLDING OF SUCH CONSENT OF THE COUNTY
   49  CHAIRMAN IS UNREASONABLE.
   50    (N) EVERY CORPORATION,  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   51  INCLUDES IN ITS NAME THE WORDS "AMERICAN LEGION," SHALL PROVIDE A CERTI-
   52  FIED  COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER
   53  THE FILING OF SUCH CERTIFICATE, TO THE DEPARTMENT OF NEW YORK, THE AMER-
   54  ICAN LEGION.
   55    (O) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   56  INCLUDES  AMONG  ITS  CORPORATE  PURPOSES OR POWERS THE ESTABLISHMENT OR
       A. 5727                            24
    1  MAINTENANCE OF ANY HOSPITAL, AS DEFINED IN ARTICLE TWENTY-EIGHT  OF  THE
    2  PUBLIC  HEALTH  LAW,  OR  THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH
    3  PURPOSE, OR PURPOSES, SHALL PROVIDE A CERTIFIED COPY OF THE  CERTIFICATE
    4  OF  INCORPORATION  WITHIN  THIRTY  DAYS AFTER THE FILING OF SUCH CERTIF-
    5  ICATE, TO THE PUBLIC HEALTH COUNCIL.
    6    (P) EVERY MEDICAL CORPORATION AS DEFINED IN ARTICLE FORTY-FOUR OF  THE
    7  PUBLIC  HEALTH  LAW  AND ORGANIZED PURSUANT THERETO AND PURSUANT TO THIS
    8  CHAPTER, SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE  OF  INCORPO-
    9  RATION  WITHIN  THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE
   10  COMMISSIONER OF HEALTH AND THE APPROVAL OF THE PUBLIC HEALTH COUNCIL.
   11    (Q) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   12  INCLUDES  AMONG  ITS  CORPORATE PURPOSES OR POWERS THE ESTABLISHMENT, OR
   13  OPERATION OF A FACILITY FOR WHICH  AN  OPERATING  CERTIFICATE  FROM  THE
   14  COMMISSIONER  OF  MENTAL  HEALTH OR MENTAL RETARDATION AND DEVELOPMENTAL
   15  DISABILITIES IS REQUIRED BY ARTICLE THIRTY-ONE OR SIXTEEN OF THE  MENTAL
   16  HYGIENE  LAW, OR THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE,
   17  SHALL PROVIDE A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION WITH-
   18  IN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE, TO THE COMMISSIONER
   19  OF MENTAL HEALTH OR MENTAL RETARDATION AND DEVELOPMENTAL DISABILITIES.
   20    (R) EVERY  HEALTH  MAINTENANCE  ORGANIZATION  AS  DEFINED  IN  ARTICLE
   21  FORTY-FOUR  OF  THE PUBLIC HEALTH LAW AND ORGANIZED PURSUANT THERETO AND
   22  PURSUANT TO THIS CHAPTER, SHALL PROVIDE A CERTIFIED COPY OF THE  CERTIF-
   23  ICATE  OF  INCORPORATION  WITHIN  THIRTY  DAYS  AFTER THE FILING OF SUCH
   24  CERTIFICATE, TO THE COMMISSIONER OF HEALTH.
   25    (S) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   26  INCLUDES  AMONG ITS PURPOSES AND POWERS THE ESTABLISHMENT OR MAINTENANCE
   27  OF A HOSPITAL OR FACILITY PROVIDING HEALTH RELATED  SERVICES,  AS  THOSE
   28  TERMS  ARE  DEFINED IN ARTICLE TWENTY-EIGHT OF THE PUBLIC HEALTH LAW, OR
   29  THE SOLICITATION OF CONTRIBUTIONS FOR ANY SUCH PURPOSE OR TWO OR MORE OF
   30  SUCH PURPOSES, SHALL PROVIDE A CERTIFIED  COPY  OF  THE  CERTIFICATE  OF
   31  INCORPORATION,  WITHIN THIRTY DAYS AFTER THE FILING OF SUCH CERTIFICATE,
   32  TO THE PUBLIC HEALTH COUNCIL.
   33    (T) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   34  INCLUDES  AMONG  THE  PURPOSES  OF THE CORPORATION, THE ESTABLISHMENT OR
   35  OPERATION OF A SUBSTANCE ABUSE,  SUBSTANCE  DEPENDENCE,  ALCOHOL  ABUSE,
   36  ALCOHOLISM, OR CHEMICAL ABUSE OR DEPENDENCE PROGRAM, OR THE SOLICITATION
   37  OF CONTRIBUTIONS FOR ANY SUCH PURPOSE, SHALL PROVIDE A CERTIFIED COPY OF
   38  THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS AFTER THE FILING OF
   39  SUCH  CERTIFICATE,  TO  THE COMMISSIONER OF THE OFFICE OF ALCOHOLISM AND
   40  SUBSTANCE ABUSE SERVICES.
   41    (U) EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF  WHICH
   42  INCLUDES AMONG THE PURPOSES OF THE CORPORATION, THE ESTABLISHMENT, MAIN-
   43  TENANCE AND OPERATION OF A NON-PROFIT PROPERTY/CASUALTY INSURANCE COMPA-
   44  NY,  PURSUANT TO ARTICLE SIXTY-SEVEN OF THE INSURANCE LAW, SHALL PROVIDE
   45  A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION, WITHIN THIRTY DAYS
   46  AFTER THE FILING OF SUCH CERTIFICATE, TO THE  SUPERINTENDENT  OF  INSUR-
   47  ANCE.
   48    (V)  EVERY  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OF WHICH
   49  INCLUDES IN THE NAME OF THE PROPOSED CORPORATION  THE  TERMS:  "SCHOOL,"
   50  "EDUCATION,"  "ELEMENTARY,"  "SECONDARY," "KINDERGARTEN," "PREKINDERGAR-
   51  TEN," "PRESCHOOL," "NURSERY SCHOOL," "MUSEUM," "HISTORY,"  "HISTORICAL,"
   52  "HISTORICAL SOCIETY," "ARBORETUM," "LIBRARY," "COLLEGE," "UNIVERSITY" OR
   53  OTHER  TERM  RESTRICTED BY SECTION TWO HUNDRED TWENTY-FOUR OF THE EDUCA-
   54  TION LAW; "CONSERVATORY," "ACADEMY," OR "INSTITUTE," OR ANY ABBREVIATION
   55  OR DERIVATIVE OF SUCH TERMS, SHALL  PROVIDE  A  CERTIFIED  COPY  OF  THE
       A. 5727                            25
    1  CERTIFICATE  OF  INCORPORATION,  WITHIN  THIRTY DAYS AFTER THE FILING OF
    2  SUCH CERTIFICATE, TO THE COMMISSIONER OF EDUCATION.
    3  S 405. ORGANIZATION MEETING.
    4    (A)  AFTER  THE CORPORATE EXISTENCE HAS BEGUN, AN ORGANIZATION MEETING
    5  OF THE INITIAL DIRECTORS, OR, IF DIRECTORS ARE  NOT  DESIGNATED  IN  THE
    6  CERTIFICATE  OF  INCORPORATION,  OF  THE  INCORPORATOR OR INCORPORATORS,
    7  SHALL BE HELD WITHIN OR WITHOUT THIS STATE, FOR THE PURPOSE OF  ADOPTING
    8  BY-LAWS,  ELECTING  DIRECTORS  TO HOLD OFFICE AS PROVIDED IN THE CERTIF-
    9  ICATE OF INCORPORATION OR THE BY-LAWS, AND THE TRANSACTION OF SUCH OTHER
   10  BUSINESS AS MAY COME BEFORE THE MEETING. THE MEETING MAY BE HELD AT  THE
   11  CALL  OF ANY DIRECTOR OR, IF DIRECTORS ARE NOT DESIGNATED IN THE CERTIF-
   12  ICATE OF INCORPORATION, ANY INCORPORATOR WHO SHALL GIVE  AT  LEAST  FIVE
   13  DAYS'  NOTICE  THEREOF  BY  MAIL TO EACH OTHER DIRECTOR OR INCORPORATOR,
   14  WHICH NOTICE SHALL SET FORTH THE TIME AND PLACE OF THE MEETING.   NOTICE
   15  NEED  NOT  BE GIVEN TO ANY DIRECTOR OR INCORPORATOR WHO SUBMITS A SIGNED
   16  WAIVER OF NOTICE BEFORE OR AFTER THE MEETING, OR WHO ATTENDS THE MEETING
   17  WITHOUT PROTESTING, PRIOR THERETO OR AT ITS COMMENCEMENT,  THE  LACK  OF
   18  NOTICE. IF THERE ARE MORE THAN TWO DIRECTORS OR INCORPORATORS, A MAJORI-
   19  TY  SHALL CONSTITUTE A QUORUM AND THE ACT OF THE MAJORITY OF THOSE PRES-
   20  ENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE  ACT  OF  THE
   21  DIRECTORS OR INCORPORATORS. FOR THE PURPOSES OF THIS SECTION AN INCORPO-
   22  RATOR OR DIRECTOR MAY ACT IN PERSON OR BY PROXY SIGNED BY SUCH PERSON OR
   23  HIS OR HER ATTORNEY IN FACT.
   24    (B) ANY ACTION PERMITTED TO BE TAKEN AT AN ORGANIZATION MEETING MAY BE
   25  TAKEN WITHOUT A MEETING IF EACH DIRECTOR OR, IF DIRECTORS ARE NOT DESIG-
   26  NATED  IN  THE CERTIFICATE OF INCORPORATION, EACH INCORPORATOR OR HIS OR
   27  HER ATTORNEY-IN-FACT SIGNS AN INSTRUMENT SETTING  FORTH  THE  ACTION  SO
   28  TAKEN.
   29    (C)  IF  A  DESIGNATED  DIRECTOR OR AN INCORPORATOR DIES OR IS FOR ANY
   30  REASON UNABLE TO ACT, THE OTHER OR OTHERS MAY ACT. IF THERE IS NO DESIG-
   31  NATED DIRECTOR OR INCORPORATOR ABLE TO  ACT,  ANY  PERSON  FOR  WHOM  AN
   32  INCORPORATOR  IS ACTING AS AGENT MAY ACT IN HIS OR HER STEAD, OR IF SUCH
   33  OTHER PERSON ALSO DIES OR IS FOR ANY REASON UNABLE TO ACT,  HIS  OR  HER
   34  LEGAL REPRESENTATIVE MAY ACT.
   35    S  406.  PRIVATE  FOUNDATION, AS DEFINED IN THE UNITED STATES INTERNAL
   36  REVENUE CODE OF 1986, AS AMENDED:   PROVISIONS INCLUDED IN  THE  CERTIF-
   37  ICATE OF INCORPORATION.
   38    (A)  THE  FOLLOWING PROVISIONS SHALL BE INCLUDED IN THE CERTIFICATE OF
   39  INCORPORATION OF EVERY DOMESTIC  CORPORATION,  HERETOFORE  OR  HEREAFTER
   40  FORMED,  TO WHICH THIS CHAPTER APPLIES IN WHOLE OR IN PART, AND WHICH IS
   41  A "PRIVATE FOUNDATION" AS DEFINED IN SECTION 509 OF  THE  UNITED  STATES
   42  INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"):
   43    (1)  THE  CORPORATION  SHALL  DISTRIBUTE SUCH AMOUNTS FOR EACH TAXABLE
   44  YEAR AT SUCH TIME AND IN SUCH MANNER AS NOT TO SUBJECT  THE  CORPORATION
   45  TO TAX ON UNDISTRIBUTED INCOME UNDER SECTION 4942 OF THE CODE.
   46    (2)  THE CORPORATION SHALL NOT ENGAGE IN ANY ACT OR SELF-DEALING WHICH
   47  IS SUBJECT TO TAX UNDER SECTION 4941 OF THE CODE.
   48    (3) THE CORPORATION SHALL NOT  RETAIN  ANY  EXCESS  BUSINESS  HOLDINGS
   49  WHICH ARE SUBJECT TO TAX UNDER SECTION 4943 OF THE CODE.
   50    (4)  THE  CORPORATION SHALL NOT MAKE ANY INVESTMENTS IN SUCH MANNER AS
   51  TO SUBJECT THE CORPORATION TO TAX UNDER SECTION 4944 OF THE CODE.
   52    (5) THE CORPORATION SHALL NOT MAKE ANY TAXABLE EXPENDITURES WHICH  ARE
   53  SUBJECT TO TAX UNDER SECTION 4945 OF THE CODE.
   54  EXCEPT  AS  PROVIDED  IN  PARAGRAPH  (B) OF THIS SECTION, THIS PARAGRAPH
   55  APPLIES NOTWITHSTANDING ANY OTHER PROVISION OF THE CERTIFICATE OF INCOR-
       A. 5727                            26
    1  PORATION OR ANY DIRECTION IN AN INSTRUMENT REFERRED TO IN SECTION 513 OF
    2  THIS CHAPTER.
    3    (B)  PARAGRAPH  (A) OF THIS SECTION SHALL NOT APPLY TO THE EXTENT THAT
    4  IT CONFLICTS WITH ANY MANDATORY DIRECTION  IN  AN  INSTRUMENT  BY  WHICH
    5  ASSETS  REFERRED  TO  IN SECTION 513 OF THIS CHAPTER WERE TRANSFERRED TO
    6  THE CORPORATION PRIOR TO THE EFFECTIVE DATE OF THIS SECTION UNLESS  SUCH
    7  CONFLICTING DIRECTION IS REMOVED AS IMPRACTICABLE UNDER ARTICLE EIGHT OF
    8  THE  ESTATES,  POWERS  AND TRUSTS LAW OR IN ANY OTHER MANNER PROVIDED BY
    9  LAW. THE ABSENCE OF A SPECIFIC PROVISION IN THE SECTION  513  INSTRUMENT
   10  FOR  THE  CURRENT  USE  OF THE PRINCIPAL OF THE FUND, OR THE PRESENCE IN
   11  SUCH AN INSTRUMENT OF A PROVISION, AS TO THE PRINCIPAL OF A FUND, LIMIT-
   12  ED TO THE PRINCIPAL'S BEING HELD, INVESTED AND REINVESTED, IS NOT SUCH A
   13  CONFLICTING MANDATORY DIRECTION.
   14    (C) ALL REFERENCES IN THIS SECTION TO SECTIONS OF THE CODE SHALL BE TO
   15  SUCH SECTIONS  AS  AMENDED  FROM  TIME  TO  TIME,  OR  TO  CORRESPONDING
   16  PROVISIONS OF SUBSEQUENT INTERNAL REVENUE LAWS.
   17    (D)  NOTHING IN THIS SECTION SHALL IMPAIR THE RIGHTS AND POWERS OF THE
   18  COURTS OR THE ATTORNEY GENERAL OF THIS STATE.
   19    S 5. Article 5 of the not-for-profit corporation law is REPEALED,  and
   20  a new article 5 is added to read as follows:
   21                                  ARTICLE 5
   22                              CORPORATE FINANCE
   23  SECTION 501. STOCK   AND   SHARES  PROHIBITED;  MEMBERSHIP  CERTIFICATES
   24                 AUTHORIZED.
   25          502. MEMBERS' CAPITAL CONTRIBUTIONS.
   26          503. CAPITAL CERTIFICATES.
   27          506. BONDS AND SECURITY INTERESTS.
   28          507. FEES, DUES AND ASSESSMENTS; FINES AND PENALTIES.
   29          508. INCOME FROM CORPORATE ACTIVITIES.
   30          509. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY.
   31          510. DISPOSITION OF ALL OR SUBSTANTIALLY ALL ASSETS.
   32          511. PETITION FOR LEAVE OF COURT.
   33          512. INVESTMENT AUTHORITY.
   34          513. ADMINISTRATION OF ASSETS RECEIVED FOR SPECIFIC PURPOSES.
   35          514. DELEGATION OF INVESTMENT MANAGEMENT.
   36          515. DIVIDENDS PROHIBITED;  CERTAIN  DISTRIBUTIONS  OF  CASH  OR
   37                 PROPERTY AUTHORIZED.
   38          516. DISTRIBUTIONS TO MEMBERS UPON TERMINATION OF MEMBERSHIP.
   39          517. LIABILITIES OF MEMBERS.
   40          519. ANNUAL REPORT OF DIRECTORS.
   41          520. REPORTS OF CORPORATION.
   42          521. LIABILITY FOR FAILURE TO DISCLOSE REQUIRED INFORMATION.
   43          522. RELEASE OF RESTRICTIONS ON USE OR INVESTMENT.
   44  S 501. STOCK AND SHARES PROHIBITED; MEMBERSHIP CERTIFICATES AUTHORIZED.
   45    A CORPORATION SHALL NOT HAVE STOCK OR SHARES OR CERTIFICATES FOR STOCK
   46  OR  FOR  SHARES,  BUT  MAY  ISSUE  MEMBERSHIP  CERTIFICATES  OR CARDS TO
   47  EVIDENCE  MEMBERSHIP,  WHETHER  OR  NOT  CONNECTED  WITH  ANY  FINANCIAL
   48  CONTRIBUTION  TO  THE  CORPORATION,  AS  PROVIDED IN SECTION 601 OF THIS
   49  CHAPTER. THE FACT THAT THE CORPORATION IS A NON-PROFIT CORPORATION,  AND
   50  WHETHER THE MEMBERSHIP CERTIFICATE OR CARD IS NON-TRANSFERABLE OR TRANS-
   51  FERABLE,  SHALL  BE NOTED CONSPICUOUSLY ON THE FACE OR BACK OF EACH SUCH
   52  CERTIFICATE OR CARD.
   53  S 502. MEMBERS' CAPITAL CONTRIBUTIONS.
   54    (A) THE CERTIFICATE OF INCORPORATION MAY PROVIDE THAT MEMBERS, UPON OR
   55  SUBSEQUENT TO ADMISSION, SHALL MAKE CAPITAL CONTRIBUTIONS IN THE  AMOUNT
       A. 5727                            27
    1  SPECIFIED  THEREIN.  THE REQUIREMENT OF A CAPITAL CONTRIBUTION MAY APPLY
    2  TO ALL MEMBERS, OR TO THE MEMBERS OF A SINGLE CLASS, OR  TO  MEMBERS  OF
    3  DIFFERENT CLASSES IN DIFFERENT AMOUNTS OR PROPORTIONS IN ORDER OF PRIOR-
    4  ITY,  IF ANY. EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER, THE RELATIVE
    5  RIGHTS, PREFERENCES AND LIMITATIONS OF SUCH CERTIFICATES IN THE EVENT OF
    6  DISSOLUTION MAY BE FIXED IN THE CERTIFICATE OF INCORPORATION, SUBJECT TO
    7  THE LIMITATION THAT, UNLESS THE CERTIFICATE  OF  INCORPORATION  PROVIDES
    8  OTHERWISE,  IF  THE AMOUNTS PAYABLE ON LIQUIDATION ARE NOT PAID IN FULL,
    9  THE CAPITAL CERTIFICATES OF THE SAME CLASS  OR  PREFERENCE  SHALL  SHARE
   10  RATABLY  IN  REPAYMENT  OR REDEMPTION, IN ACCORDANCE WITH THE SUMS WHICH
   11  WOULD BE PAYABLE ON SUCH CERTIFICATES IF ALL CERTIFICATES WERE  DECLARED
   12  AND PAID IN FULL, AND IN ANY DISTRIBUTION OF ASSETS OTHER THAN BY WAY OF
   13  CERTIFICATES  IN ACCORDANCE WITH THE SUMS WHICH WOULD BE PAYABLE ON SUCH
   14  DISTRIBUTION IF ALL SUMS PAYABLE WERE DISCHARGED IN FULL.
   15    (B) A MEMBER'S CAPITAL CONTRIBUTION SHALL CONSIST OF  MONEY  OR  OTHER
   16  PROPERTY, TANGIBLE OR INTANGIBLE, OR LABOR OR SERVICES ACTUALLY RECEIVED
   17  BY  OR PERFORMED FOR THE CORPORATION OR FOR ITS BENEFIT OR IN ITS FORMA-
   18  TION OR REORGANIZATION, A BINDING OBLIGATION TO MAKE THE CONTRIBUTION IN
   19  CASH OR OTHER PROPERTY, A BINDING OBLIGATION TO PERFORM SERVICES  HAVING
   20  AN AGREED VALUE OR A COMBINATION THEREOF. IN THE ABSENCE OF FRAUD IN THE
   21  TRANSACTION,  THE JUDGMENT OF THE BOARD AS TO THE VALUE OF THE CONSIDER-
   22  ATION RECEIVED BY THE CORPORATION SHALL BE CONCLUSIVE.
   23    (C) A MEMBER'S CAPITAL CONTRIBUTION SHALL BE EVIDENCED  BY  A  CAPITAL
   24  CERTIFICATE.  A CAPITAL CERTIFICATE SHALL BE NON-TRANSFERABLE, EXCEPT AS
   25  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OF A  CORPORATION
   26  THAT IS NOT ORGANIZED FOR CHARITABLE PURPOSES.
   27    (D) A MEMBER'S CAPITAL CONTRIBUTION SHALL NOT BE REPAID OR REDEEMED BY
   28  THE  CORPORATION  EXCEPT  UPON  DISSOLUTION  OF  THE CORPORATION OR UPON
   29  REDEMPTION OF THE CAPITAL CERTIFICATE AS PROVIDED  IN  THIS  CHAPTER.  A
   30  CORPORATION  MAY  PROVIDE  IN  ITS CERTIFICATE OF INCORPORATION THAT ITS
   31  CAPITAL CERTIFICATES, OR SOME OF THEM, SHALL BE REDEEMABLE, IN WHOLE  OR
   32  IN  PART, AT THE OPTION OF THE CORPORATION ONLY, AT SUCH PRICE OR PRICES
   33  (NOT TO EXCEED THE AMOUNT OF  THE  CAPITAL  CONTRIBUTION),  WITHIN  SUCH
   34  PERIOD  OR  PERIODS,  AND ON SUCH TERMS AND CONDITIONS, NOT INCONSISTENT
   35  WITH THIS CHAPTER, AS ARE STATED IN THE CERTIFICATE OF INCORPORATION.
   36    (E) IN THE EVENT OF A DEFAULT IN PAYMENT OR  OTHER  PERFORMANCE  UNDER
   37  THE  INSTRUMENT  EVIDENCING  A  MEMBER'S  BINDING  OBLIGATION UNDER THIS
   38  SECTION, THE CORPORATION MAY PURSUE SUCH REMEDIES  AS  ARE  PROVIDED  IN
   39  SUCH INSTRUMENT OR A RELATED AGREEMENT OR UNDER LAW.
   40  S 503. CAPITAL CERTIFICATES.
   41    (A)  EACH CAPITAL CERTIFICATE SHALL BE SIGNED BY THE CHAIRMAN OR VICE-
   42  CHAIRMAN OF THE BOARD OR THE  PRESIDENT  OR  A  VICE-PRESIDENT  AND  THE
   43  SECRETARY  OR  AN  ASSISTANT  SECRETARY OR THE TREASURER OR AN ASSISTANT
   44  TREASURER OF THE CORPORATION, AND MAY BE SEALED WITH  THE  SEAL  OF  THE
   45  CORPORATION  OR A FACSIMILE THEREOF. THE SIGNATURES OF THE OFFICERS UPON
   46  A CERTIFICATE MAY BE FACSIMILES IF THE CERTIFICATE IS COUNTERSIGNED BY A
   47  TRANSFER AGENT OR REGISTERED BY A REGISTRAR OTHER THAN  THE  CORPORATION
   48  ITSELF  OR  ITS  EMPLOYEE.  IN  CASE ANY OFFICER WHO HAS SIGNED OR WHOSE
   49  FACSIMILE SIGNATURE HAS BEEN PLACED UPON A CERTIFICATE SHALL HAVE CEASED
   50  TO BE SUCH OFFICER BEFORE SUCH CERTIFICATE IS ISSUED IT MAY BE ISSUED BY
   51  THE CORPORATION WITH THE SAME EFFECT AS IF HE WERE SUCH OFFICER  AT  THE
   52  DATE OF ISSUE.
   53    (B)  EACH  CAPITAL  CERTIFICATE  SHALL WHEN ISSUED STATE UPON THE FACE
   54  THEREOF:
   55    (1) THE NAME OF THE MEMBER TO WHOM ISSUED.
       A. 5727                            28
    1    (2) THE AMOUNT OF THE MEMBER'S CAPITAL CONTRIBUTION EVIDENCED BY  SUCH
    2  CERTIFICATE.
    3    (3) IF APPLICABLE, THAT THE CERTIFICATE OF INCORPORATION PROVIDES THAT
    4  THE CAPITAL CERTIFICATE IS TRANSFERABLE.
    5    (C)  THE  FACT  THAT  THE CORPORATION IS A NON-PROFIT CORPORATION, AND
    6  THAT THE CAPITAL CERTIFICATE  IS  NON-TRANSFERABLE  OR  IS  TRANSFERABLE
    7  SHALL  BE  NOTED  CONSPICUOUSLY ON THE FACE OR BACK OF EACH SUCH CERTIF-
    8  ICATE.
    9  S 506. BONDS AND SECURITY INTERESTS.
   10    (A) NO CORPORATION SHALL ISSUE BONDS EXCEPT FOR MONEY OR OTHER PROPER-
   11  TY, TANGIBLE OR INTANGIBLE, OR LABOR OR SERVICES ACTUALLY RECEIVED BY OR
   12  PERFORMED FOR THE CORPORATION OR FOR ITS BENEFIT OR IN ITS FORMATION  OR
   13  REORGANIZATION, OR A COMBINATION THEREOF. IN THE ABSENCE OF FRAUD IN THE
   14  TRANSACTION,  THE JUDGMENT OF THE BOARD AS TO THE VALUE OF THE CONSIDER-
   15  ATION RECEIVED BY THE CORPORATION SHALL BE CONCLUSIVE.
   16    (B) A CORPORATION MAY PAY REASONABLE INTEREST ON ITS BONDS, MAY  ISSUE
   17  ITS  BONDS AT A REASONABLE DISCOUNT AND MAY PAY A REASONABLE PREMIUM FOR
   18  THE REDEMPTION THEREOF PRIOR TO MATURITY, BUT THE HOLDERS OF  ITS  BONDS
   19  SHALL  NOT  BE ENTITLED AT ANY TIME TO RECEIVE ANY PART OF THE INCOME OR
   20  PROFIT OF THE CORPORATION NOR AT MATURITY TO RECEIVE MORE THAN THE PRIN-
   21  CIPAL SUM THEREOF PLUS INTEREST DUE AND ACCRUED THEREON. IN THE  ABSENCE
   22  OF FRAUD IN THE TRANSACTION, THE JUDGMENT OF THE BOARD AS TO THE REASON-
   23  ABLENESS  OF ANY SUCH INTEREST, DISCOUNT OR PREMIUM SHALL BE CONCLUSIVE.
   24  HOWEVER, WITH RESPECT TO BONDS NOT A PART OF A PUBLIC OFFERING, NOTWITH-
   25  STANDING THE TERMS OF THE INSTRUMENT, NO MEMBER OF A  CORPORATION  SHALL
   26  BE ENTITLED TO RECEIVE, DIRECTLY OR INDIRECTLY, AS A HOLDER OR BENEFICI-
   27  ARY  OF  SUCH  BOND,  PRIOR  TO MATURITY OR REDEMPTION, MORE THAN SIMPLE
   28  INTEREST THEREON AT A RATE EQUAL TO THE HIGHER OF (1) THE MAXIMUM INTER-
   29  EST AUTHORIZED PURSUANT TO SECTION 5-501 OF THE GENERAL OBLIGATIONS  LAW
   30  OR  (2) ONE PERCENT OVER THE PRIME RATE OF INTEREST GENERALLY PREVAILING
   31  ON THE INTEREST DUE DATE IN THE FEDERAL RESERVE DISTRICT  OF  NEW  YORK,
   32  NOR  AT MATURITY OR REDEMPTION, MORE THAN THE PRINCIPAL SUM THEREOF PLUS
   33  ANY INTEREST, NOT EXCEEDING THE MAXIMUM INTEREST HEREIN  SPECIFIED,  DUE
   34  AND ACCRUED THEREON.
   35    (C) A CORPORATION MAY, IN ITS CERTIFICATE OF INCORPORATION OR BY-LAWS,
   36  CONFER  UPON  THE  HOLDERS  OF  ANY  BONDS ISSUED OR TO BE ISSUED BY THE
   37  CORPORATION, RIGHTS TO INSPECT THE CORPORATE BOOKS AND RECORDS AND, UPON
   38  DEFAULT OF INTEREST OR PRINCIPAL, TO VOTE IN THE ELECTION OF  DIRECTORS.
   39  THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY APPORTION THE NUMBER
   40  OF  VOTES  THAT  MAY  BE  CAST WITH RESPECT TO BONDS ON THE BASIS OF THE
   41  AMOUNT OF BONDS HELD.
   42    (D) THE BOARD MAY AUTHORIZE ANY MORTGAGE OR PLEDGE OF, OR THE CREATION
   43  OF A SECURITY INTEREST IN, ALL OR ANY PART OF THE CORPORATION'S PERSONAL
   44  PROPERTY, OR ANY INTEREST THEREIN. UNLESS THE  CERTIFICATE  OF  INCORPO-
   45  RATION  PROVIDES  OTHERWISE,  NO VOTE OR CONSENT OF THE MEMBERS SHALL BE
   46  REQUIRED TO APPROVE SUCH ACTION BY THE BOARD.
   47    (E) IN THE EVENT OF A DEFAULT IN PAYMENT OR  OTHER  PERFORMANCE  UNDER
   48  THE SUBSCRIBER'S BINDING OBLIGATION TO PAY THE PURCHASE PRICE OR PERFORM
   49  SERVICES,  THE  CORPORATION  MAY PURSUE SUCH REMEDIES AS ARE PROVIDED IN
   50  SUCH INSTRUMENT OR A RELATED AGREEMENT OR UNDER LAW.
   51    (F) A CORPORATION MAY PLACE IN ESCROW BONDS TO BE ISSUED FOR A BINDING
   52  OBLIGATION TO PAY CASH OR OTHER PROPERTY OR TO PERFORM FUTURE  SERVICES,
   53  OR MAKE OTHER ARRANGEMENTS TO RESTRICT THE TRANSFER OF SUCH BONDS.
   54  S 507. FEES, DUES AND ASSESSMENTS; FINES AND PENALTIES.
   55    (A)  IF  AUTHORIZED BY ITS CERTIFICATE OF INCORPORATION OR BY-LAWS AND
   56  SUBJECT TO ANY LIMITATIONS STATED THEREIN A CORPORATION MAY LEVY  INITI-
       A. 5727                            29
    1  ATION FEES, DUES AND ASSESSMENTS ON ITS MEMBERS, WHETHER OR NOT THEY ARE
    2  VOTING  MEMBERS, AND MAY IMPOSE REASONABLE FINES OR OTHER PENALTIES UPON
    3  ITS MEMBERS FOR VIOLATIONS OF ITS RULES AND REGULATIONS.
    4    (B)  INITIATION FEES, DUES OR ASSESSMENTS MAY BE LEVIED ON ALL CLASSES
    5  OF MEMBERS ALIKE OR IN DIFFERENT AMOUNTS OR  PROPORTIONS  FOR  DIFFERENT
    6  CLASSES  OF  MEMBERS, AS THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS
    7  MAY PROVIDE, BUT IN ALL CASES THE FEES, DUES AND ASSESSMENTS PAYABLE  BY
    8  MEMBERS OF ONE CLASS SHALL BE DETERMINED UPON THE SAME BASIS.
    9    (C)  THE  CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY CONTAIN SUCH
   10  PROVISIONS AS ARE DEEMED NECESSARY TO ENFORCE THE  COLLECTION  OF  FEES,
   11  DUES,  ASSESSMENTS,  FINES  OR OTHER PENALTIES, INCLUDING PROVISIONS FOR
   12  THE TERMINATION OF MEMBERSHIP, UPON REASONABLE NOTICE,  FOR  NON-PAYMENT
   13  OF   SUCH  FEES,  DUES,  ASSESSMENTS,  FINES  OR  OTHER  PENALTIES,  AND
   14  PROVISIONS FOR REINSTATEMENT OF MEMBERSHIP.
   15    (D) SUBJECT TO THE PROVISIONS OF  THIS  CHAPTER,  THE  CERTIFICATE  OF
   16  INCORPORATION  MAY  PROVIDE THAT MEMBERS PAYING INITIATION FEES, DUES OR
   17  ASSESSMENTS SHALL, UPON DISSOLUTION OF THE CORPORATION,  HAVE  DISTRIBU-
   18  TIVE  RIGHTS IN ITS ASSETS. THE DISTRIBUTIVE RIGHTS MAY BE DIFFERENT FOR
   19  DIFFERENT CLASSES OF MEMBERS, BUT IN ALL CASES THE RIGHTS OF MEMBERS  OF
   20  ONE CLASS SHALL BE THE SAME.
   21  S 508. INCOME FROM CORPORATE ACTIVITIES.
   22    A  CORPORATION  WHOSE LAWFUL ACTIVITIES INVOLVE AMONG OTHER THINGS THE
   23  CHARGING OF FEES OR PRICES FOR ITS SERVICES OR PRODUCTS SHALL  HAVE  THE
   24  RIGHT  TO  RECEIVE  SUCH INCOME AND, IN SO DOING, MAY MAKE AN INCIDENTAL
   25  PROFIT. ALL SUCH INCIDENTAL PROFITS SHALL BE APPLIED TO THE MAINTENANCE,
   26  EXPANSION OR OPERATION OF THE LAWFUL ACTIVITIES OF THE CORPORATION,  AND
   27  IN  NO  CASE  SHALL  BE  DIVIDED OR DISTRIBUTED IN ANY MANNER WHATSOEVER
   28  AMONG THE MEMBERS, DIRECTORS, OR OFFICERS OF THE CORPORATION.
   29  S 509. PURCHASE, SALE, MORTGAGE AND LEASE OF REAL PROPERTY.
   30    NO PURCHASE OF REAL PROPERTY SHALL BE MADE BY  A  CORPORATION  AND  NO
   31  CORPORATION  SHALL SELL, MORTGAGE OR LEASE REAL PROPERTY, UNLESS AUTHOR-
   32  IZED BY THE VOTE OF TWO-THIRDS OF THE ENTIRE  BOARD,  PROVIDED  THAT  IF
   33  THERE  ARE  TWENTY-ONE  OR MORE DIRECTORS, THE VOTE OF A MAJORITY OF THE
   34  ENTIRE BOARD SHALL BE SUFFICIENT.
   35  S 510. DISPOSITION OF ALL OR SUBSTANTIALLY ALL ASSETS.
   36    (A) A SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL,  OR  SUBSTAN-
   37  TIALLY  ALL, THE ASSETS OF A CORPORATION MAY BE MADE UPON SUCH TERMS AND
   38  CONDITIONS AND FOR SUCH CONSIDERATION, WHICH MAY CONSIST IN WHOLE OR  IN
   39  PART  OF  CASH  OR  OTHER  PROPERTY, REAL OR PERSONAL, INCLUDING SHARES,
   40  BONDS OR OTHER SECURITIES OF ANY OTHER DOMESTIC OR  FOREIGN  CORPORATION
   41  OR  CORPORATIONS OF ANY TYPE OR KIND, AS MAY BE AUTHORIZED IN ACCORDANCE
   42  WITH THE FOLLOWING PROCEDURE:
   43    (1) IF THERE ARE MEMBERS ENTITLED TO VOTE  THEREON,  THE  BOARD  SHALL
   44  ADOPT  A  RESOLUTION  RECOMMENDING  SUCH  SALE, LEASE, EXCHANGE OR OTHER
   45  DISPOSITION. THE RESOLUTION SHALL SPECIFY THE TERMS  AND  CONDITIONS  OF
   46  THE  PROPOSED TRANSACTION, INCLUDING THE CONSIDERATION TO BE RECEIVED BY
   47  THE CORPORATION AND THE EVENTUAL DISPOSITION TO BE MADE OF SUCH  CONSID-
   48  ERATION,  TOGETHER  WITH  A STATEMENT THAT THE DISSOLUTION OF THE CORPO-
   49  RATION IS OR IS NOT CONTEMPLATED THEREAFTER.  THE  RESOLUTION  SHALL  BE
   50  SUBMITTED  TO  A  VOTE AT A MEETING OF MEMBERS ENTITLED TO VOTE THEREON,
   51  WHICH MAY BE EITHER AN ANNUAL OR A SPECIAL MEETING. NOTICE OF THE  MEET-
   52  ING SHALL BE GIVEN TO EACH MEMBER AND EACH HOLDER OF BONDS OF THE CORPO-
   53  RATION,  WHETHER  OR NOT ENTITLED TO VOTE. AT SUCH MEETING BY TWO-THIRDS
   54  VOTE AS PROVIDED IN PARAGRAPH (C) OF SECTION 613  OF  THIS  CHAPTER  THE
   55  MEMBERS  MAY  APPROVE THE PROPOSED TRANSACTION ACCORDING TO THE TERMS OF
   56  THE RESOLUTION OF THE BOARD, OR MAY APPROVE SUCH SALE,  LEASE,  EXCHANGE
       A. 5727                            30
    1  OR OTHER DISPOSITION AND MAY AUTHORIZE THE BOARD TO MODIFY THE TERMS AND
    2  CONDITIONS THEREOF.
    3    (2)  IF  THERE  ARE  NO  MEMBERS  ENTITLED TO VOTE THEREON, SUCH SALE,
    4  LEASE, EXCHANGE OR OTHER DISPOSITION SHALL BE AUTHORIZED BY THE VOTE  OF
    5  AT  LEAST  TWO-THIRDS  OF  THE  ENTIRE BOARD, PROVIDED THAT IF THERE ARE
    6  TWENTY-ONE OR MORE DIRECTORS, THE VOTE OF A MAJORITY OF THE ENTIRE BOARD
    7  SHALL BE SUFFICIENT.
    8    (3) IF THE CORPORATION IS, OR WOULD BE IF FORMED UNDER  THIS  CHAPTER,
    9  ORGANIZED  FOR CHARITABLE PURPOSES OR HOLDS ASSETS RECEIVED FOR SPECIFIC
   10  PURPOSES SUCH SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OTHER  THAN  TO
   11  ANOTHER CORPORATION ORGANIZED FOR CHARITABLE PURPOSES AND CONTROLLED BY,
   12  OR UNDER COMMON CONTROL WITH, THE CORPORATION, SHALL IN ADDITION REQUIRE
   13  LEAVE  OF  THE  SUPREME  COURT IN THE JUDICIAL DISTRICT OR OF THE COUNTY
   14  COURT OF THE COUNTY IN WHICH THE CORPORATION HAS ITS OFFICE OR PRINCIPAL
   15  PLACE OF CARRYING OUT THE PURPOSES FOR WHICH IT WAS FORMED.
   16    (B) AFTER SUCH AUTHORIZATION THE BOARD IN ITS DISCRETION  MAY  ABANDON
   17  SUCH  SALE,  LEASE,  EXCHANGE OR OTHER DISPOSITION OF ASSETS, SUBJECT TO
   18  THE RIGHTS OF THIRD PARTIES UNDER ANY CONTRACT RELATING THERETO, WITHOUT
   19  FURTHER ACTION OR APPROVAL.
   20  S 511. PETITION FOR LEAVE OF COURT.
   21    (A) A CORPORATION REQUIRED BY LAW TO OBTAIN LEAVE OF  COURT  TO  SELL,
   22  LEASE,  EXCHANGE  OR  OTHERWISE  DISPOSE OF ALL OR SUBSTANTIALLY ALL ITS
   23  ASSETS, OTHER THAN  TO  ANOTHER  CORPORATION  ORGANIZED  FOR  CHARITABLE
   24  PURPOSES  AND  CONTROLLED  BY,  OR UNDER COMMON CONTROL WITH, THE CORPO-
   25  RATION, SHALL PRESENT A VERIFIED PETITION TO THE SUPREME  COURT  OF  THE
   26  JUDICIAL DISTRICT, OR THE COUNTY COURT OF THE COUNTY, WHEREIN THE CORPO-
   27  RATION  HAS  ITS  OFFICE OR PRINCIPAL PLACE OF CARRYING OUT THE PURPOSES
   28  FOR WHICH IT WAS FORMED. THE PETITION SHALL SET FORTH:
   29    (1) THE NAME OF THE CORPORATION, THE LAW UNDER  OR  BY  WHICH  IT  WAS
   30  INCORPORATED.
   31    (2) THE NAMES OF ITS DIRECTORS AND PRINCIPAL OFFICERS, AND THEIR PLAC-
   32  ES OF RESIDENCE.
   33    (3) THE ACTIVITIES OF THE CORPORATION.
   34    (4)  A  DESCRIPTION,  WITH  REASONABLE  CERTAINTY, OF THE ASSETS TO BE
   35  SOLD, LEASED, EXCHANGED, OR OTHERWISE DISPOSED OF, OR A  STATEMENT  THAT
   36  IT  IS  PROPOSED TO SELL, LEASE, EXCHANGE OR OTHERWISE DISPOSE OF ALL OR
   37  SUBSTANTIALLY ALL THE CORPORATE ASSETS MORE FULLY DESCRIBED IN A  SCHED-
   38  ULE  ATTACHED TO THE PETITION; AND A STATEMENT OF THE FAIR VALUE OF SUCH
   39  ASSETS, AND THE AMOUNT OF THE CORPORATION'S DEBTS  AND  LIABILITIES  AND
   40  HOW SECURED.
   41    (5) THE CONSIDERATION TO BE RECEIVED BY THE CORPORATION AND THE DISPO-
   42  SITION  PROPOSED  TO BE MADE THEREOF, TOGETHER WITH A STATEMENT THAT THE
   43  DISSOLUTION OF THE CORPORATION IS OR IS NOT CONTEMPLATED THEREAFTER.
   44    (6) THAT THE CONSIDERATION AND THE TERMS OF THE SALE, LEASE,  EXCHANGE
   45  OR  OTHER  DISPOSITION  OF  THE  ASSETS  OF THE CORPORATION ARE FAIR AND
   46  REASONABLE TO THE CORPORATION, AND THAT THE PURPOSES OF THE CORPORATION,
   47  OR THE INTERESTS OF ITS MEMBERS WILL BE PROMOTED THEREBY, AND A  CONCISE
   48  STATEMENT OF THE REASONS THEREFOR.
   49    (7)  THAT  SUCH  SALE,  LEASE,  EXCHANGE  OR  DISPOSITION OF CORPORATE
   50  ASSETS, HAS BEEN RECOMMENDED OR AUTHORIZED BY VOTE OF THE  DIRECTORS  IN
   51  ACCORDANCE  WITH  LAW,  AT A MEETING DULY CALLED AND HELD, AS SHOWN IN A
   52  SCHEDULE ANNEXED TO THE PETITION SETTING FORTH A COPY OF THE  RESOLUTION
   53  GRANTING SUCH AUTHORITY WITH A STATEMENT OF THE VOTE THEREON.
   54    (8)  WHERE  THE  CONSENT  OF MEMBERS OF THE CORPORATION IS REQUIRED BY
   55  LAW, THAT SUCH CONSENT HAS BEEN GIVEN, AS SHOWN IN A SCHEDULE ANNEXED TO
   56  THE PETITION SETTING FORTH A COPY OF SUCH CONSENT, IF IN WRITING, OR  OF
       A. 5727                            31
    1  A  RESOLUTION  GIVING SUCH CONSENT, ADOPTED AT A MEETING OF MEMBERS DULY
    2  CALLED AND HELD, WITH A STATEMENT OF THE VOTE THEREON.
    3    (9)  A  PRAYER FOR LEAVE TO SELL, LEASE, EXCHANGE OR OTHERWISE DISPOSE
    4  OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE CORPORATION AS  SET  FORTH
    5  IN THE PETITION.
    6    (B)  UPON  PRESENTATION OF THE PETITION, THE COURT SHALL DIRECT THAT A
    7  MINIMUM OF FIFTEEN DAYS NOTICE BE GIVEN BY MAIL  OR  IN  PERSON  TO  THE
    8  ATTORNEY  GENERAL,  AND  IN ITS DISCRETION MAY DIRECT THAT NOTICE OF THE
    9  APPLICATION BE GIVEN, PERSONALLY OR BY MAIL, TO  ANY  PERSON  INTERESTED
   10  THEREIN,  AS  MEMBER,  OFFICER OR CREDITOR OF THE CORPORATION. THE COURT
   11  SHALL HAVE AUTHORITY TO SHORTEN THE TIME FOR  SERVICE  ON  THE  ATTORNEY
   12  GENERAL  UPON A SHOWING OF GOOD CAUSE. THE NOTICE SHALL SPECIFY THE TIME
   13  AND PLACE, FIXED BY THE COURT, FOR A HEARING UPON THE  APPLICATION.  ANY
   14  PERSON  INTERESTED,  WHETHER OR NOT FORMALLY NOTIFIED, MAY APPEAR AT THE
   15  HEARING AND SHOW CAUSE WHY THE APPLICATION SHOULD NOT BE GRANTED.
   16    (C) IF THE CORPORATION BE INSOLVENT, OR IF ITS ASSETS BE  INSUFFICIENT
   17  TO  LIQUIDATE  ITS  DEBTS AND LIABILITIES IN FULL, THE APPLICATION SHALL
   18  NOT BE GRANTED UNLESS ALL THE CREDITORS OF THE  CORPORATION  SHALL  HAVE
   19  BEEN  SERVED, PERSONALLY OR BY MAIL, WITH A NOTICE OF THE TIME AND PLACE
   20  OF THE HEARING.
   21    (D) IF IT SHALL APPEAR, TO THE SATISFACTION OF  THE  COURT,  THAT  THE
   22  CONSIDERATION  AND  THE TERMS OF THE TRANSACTION ARE FAIR AND REASONABLE
   23  TO THE CORPORATION AND THAT THE  PURPOSES  OF  THE  CORPORATION  OR  THE
   24  INTERESTS  OF  THE  MEMBERS WILL BE PROMOTED, IT MAY AUTHORIZE THE SALE,
   25  LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL  OR  SUBSTANTIALLY  ALL  THE
   26  ASSETS  OF  THE  CORPORATION,  AS  DESCRIBED  IN  THE PETITION, FOR SUCH
   27  CONSIDERATION AND UPON SUCH TERMS AS THE COURT MAY PRESCRIBE. THE  ORDER
   28  OF  THE  COURT  SHALL  DIRECT THE DISPOSITION OF THE CONSIDERATION TO BE
   29  RECEIVED THEREUNDER BY THE CORPORATION.
   30  S 512. INVESTMENT AUTHORITY.
   31    IN ADDITION TO AN INVESTMENT OTHERWISE AUTHORIZED BY  LAW  OR  BY  THE
   32  APPLICABLE  GIFT  INSTRUMENT,  AND  WITHOUT RESTRICTION TO INVESTMENTS A
   33  FIDUCIARY MAY MAKE, THE GOVERNING BOARD, SUBJECT TO ANY SPECIFIC LIMITA-
   34  TIONS SET FORTH IN THE APPLICABLE GIFT INSTRUMENT OR IN  THE  APPLICABLE
   35  LAW  OTHER  THAN LAW RELATING TO INVESTMENTS BY A FIDUCIARY, AND SUBJECT
   36  TO THE PROVISIONS OF SECTION 717 OF THIS CHAPTER, MAY:
   37    (A) INVEST AND REINVEST AN INSTITUTIONAL FUND,  IN  THE  NAME  OF  THE
   38  CORPORATION  OR IN THE NAME OF A NOMINEE OF THE CORPORATION, IN ANY REAL
   39  OR PERSONAL PROPERTY DEEMED ADVISABLE BY THE GOVERNING BOARD, WHETHER OR
   40  NOT IT PRODUCES A CURRENT RETURN, INCLUDING  MORTGAGES,  STOCKS,  BONDS,
   41  DEBENTURES,  AND  OTHER SECURITIES OF PROFIT OR NON-PROFIT CORPORATIONS,
   42  SHARES IN OR OBLIGATIONS OF ASSOCIATIONS, PARTNERSHIPS, OR  INDIVIDUALS,
   43  AND  OBLIGATIONS  OF  ANY  GOVERNMENT  OR SUBDIVISION OR INSTRUMENTALITY
   44  THEREOF;
   45    (B) RETAIN PROPERTY CONTRIBUTED BY A DONOR TO  AN  INSTITUTIONAL  FUND
   46  FOR  AS LONG AS THE GOVERNING BOARD DEEMS ADVISABLE, TAKING INTO ACCOUNT
   47  ANY REQUEST BY THE DONOR TO DO SO;
   48    (C) INCLUDE ALL OR ANY PART OF AN INSTITUTIONAL FUND IN ANY POOLED  OR
   49  COMMON  FUND  AVAILABLE FOR INVESTMENT WHICH IS MAINTAINED BY THE CORPO-
   50  RATION; AND
   51    (D) INVEST ALL OR ANY PART OF  AN  INSTITUTIONAL  FUND  IN  ANY  OTHER
   52  POOLED  OR  COMMON  FUND  AVAILABLE  FOR INVESTMENT, INCLUDING SHARES OR
   53  INTERESTS IN REGULATED INVESTMENT COMPANIES, MUTUAL FUNDS, COMMON  TRUST
   54  FUNDS,  INVESTMENT PARTNERSHIPS, REAL ESTATE INVESTMENT TRUSTS, OR SIMI-
   55  LAR ORGANIZATIONS IN WHICH FUNDS ARE COMMINGLED AND INVESTMENT  DETERMI-
   56  NATIONS ARE MADE BY PERSONS OTHER THAN THE GOVERNING BOARD.
       A. 5727                            32
    1  S 513. ADMINISTRATION OF ASSETS RECEIVED FOR SPECIFIC PURPOSES.
    2    (A)  A  CORPORATION  SHALL  HOLD  FULL  OWNERSHIP RIGHTS IN ANY ASSETS
    3  CONSISTING OF FUNDS OR OTHER REAL OR PERSONAL PROPERTY OF ANY KIND, THAT
    4  MAY BE GIVEN, GRANTED, BEQUEATHED OR DEVISED TO OR OTHERWISE  VESTED  IN
    5  SUCH CORPORATION IN TRUST FOR, OR WITH A DIRECTION TO APPLY THE SAME TO,
    6  ANY PURPOSE SPECIFIED IN ITS CERTIFICATE OF INCORPORATION, AND SHALL NOT
    7  BE DEEMED A TRUSTEE OF AN EXPRESS TRUST OF SUCH ASSETS.
    8    (B)  EXCEPT  AS  MAY BE OTHERWISE PERMITTED UNDER ARTICLE EIGHT OF THE
    9  ESTATES, POWERS AND TRUSTS LAW OR  SECTION  522  OF  THIS  ARTICLE,  THE
   10  GOVERNING  BOARD  SHALL  APPLY  ALL ASSETS THUS RECEIVED TO THE PURPOSES
   11  SPECIFIED IN THE GIFT INSTRUMENT AND TO THE PAYMENT  OF  THE  REASONABLE
   12  AND  PROPER  EXPENSES  OF  ADMINISTRATION  OF SUCH ASSETS. THE GOVERNING
   13  BOARD SHALL CAUSE ACCURATE ACCOUNTS TO BE KEPT OF SUCH  ASSETS  SEPARATE
   14  AND  APART FROM THE ACCOUNTS OF OTHER ASSETS OF THE CORPORATION.  UNLESS
   15  THE TERMS OF THE PARTICULAR GIFT INSTRUMENT PROVIDE OTHERWISE, THE TREA-
   16  SURER SHALL MAKE AN ANNUAL REPORT TO THE MEMBERS (IF THERE  BE  MEMBERS)
   17  OR TO THE GOVERNING BOARD (IF THERE BE NO MEMBERS) CONCERNING THE ASSETS
   18  HELD  UNDER  THIS  SECTION  AND  THE  USE MADE OF SUCH ASSETS AND OF THE
   19  INCOME THEREOF.
   20    (C) THE GOVERNING BOARD MAY APPROPRIATE FOR EXPENDITURE FOR  THE  USES
   21  AND  PURPOSES  FOR WHICH AN ENDOWMENT FUND IS ESTABLISHED SO MUCH OF THE
   22  NET APPRECIATION, REALIZED (WITH RESPECT TO ALL ASSETS)  AND  UNREALIZED
   23  (WITH  RESPECT  ONLY TO READILY MARKETABLE ASSETS), IN THE FAIR VALUE OF
   24  THE ASSETS OF AN ENDOWMENT FUND OVER THE HISTORIC DOLLAR  VALUE  OF  THE
   25  FUND AS IS PRUDENT UNDER THE STANDARD ESTABLISHED BY SECTION 717 OF THIS
   26  CHAPTER.   THIS SECTION IS NOT INTENDED TO RESTRICT THE AUTHORITY OF THE
   27  GOVERNING BOARD TO EXPEND FUNDS AS PERMITTED UNDER OTHER LAW, THE  TERMS
   28  OF THE APPLICABLE GIFT INSTRUMENT OR THE CERTIFICATE OF INCORPORATION OF
   29  THE CORPORATION.
   30    (D)  PARAGRAPH  (C)  OF  THIS SECTION DOES NOT APPLY IF THE APPLICABLE
   31  GIFT INSTRUMENT INDICATES THE DONOR'S INTENTION  THAT  NET  APPRECIATION
   32  SHALL  NOT BE EXPENDED. A RESTRICTION UPON THE EXPENDITURE OF NET APPRE-
   33  CIATION MAY NOT BE IMPLIED FROM A DESIGNATION OF A GIFT AS AN ENDOWMENT,
   34  OR FROM A DIRECTION OR AUTHORIZATION IN THE APPLICABLE  GIFT  INSTRUMENT
   35  TO  USE  ONLY  "INCOME,"  "INTEREST,"  "DIVIDENDS," OR "RENTS, ISSUES OR
   36  PROFITS," OR "TO PRESERVE THE PRINCIPAL INTACT," OR  A  DIRECTION  WHICH
   37  CONTAINS  OTHER  WORDS  OF  SIMILAR  IMPORT.  THIS  RULE OF CONSTRUCTION
   38  APPLIES TO GIFT INSTRUMENTS EXECUTED OR IN EFFECT BEFORE  OR  AFTER  THE
   39  EFFECTIVE DATE OF PARAGRAPH (C) OF THIS SECTION.
   40  S 514. DELEGATION OF INVESTMENT MANAGEMENT.
   41    (A)  EXCEPT  AS  OTHERWISE PROVIDED BY THE APPLICABLE GIFT INSTRUMENT,
   42  THE GOVERNING BOARD MAY (1) DELEGATE  TO  ITS  COMMITTEES,  OFFICERS  OR
   43  EMPLOYEES  OF  THE CORPORATION OR THE FUND, OR AGENTS, INCLUDING INVEST-
   44  MENT COUNSEL, THE AUTHORITY TO ACT IN PLACE OF THE  GOVERNING  BOARD  IN
   45  INVESTMENT  AND  REINVESTMENT  OF INSTITUTIONAL FUNDS, (2) CONTRACT WITH
   46  INDEPENDENT INVESTMENT ADVISORS, INVESTMENT COUNSEL OR MANAGERS,  BANKS,
   47  OR  TRUST COMPANIES, SO TO ACT, AND (3) AUTHORIZE THE PAYMENT OF COMPEN-
   48  SATION FOR INVESTMENT ADVISORY OR MANAGEMENT SERVICES, ADVISORS, INVEST-
   49  MENT COUNSEL OR MANAGERS, BANKS OR TRUST  COMPANIES,  SO  TO  ACT.  EACH
   50  CONTRACT  PURSUANT TO WHICH AUTHORITY IS SO DELEGATED SHALL PROVIDE THAT
   51  IT MAY BE TERMINATED BY THE GOVERNING BOARD AT ANY TIME, WITHOUT  PENAL-
   52  TY, UPON NOT MORE THAN SIXTY DAYS' NOTICE.
   53    (B)  THE  GOVERNING BOARD SHALL EXERCISE THE STANDARD OF CARE REQUIRED
   54  BY SECTION 717 OF THIS CHAPTER IN  THE  SELECTION  OF  PERSONS  TO  WHOM
   55  AUTHORITY  IS  DELEGATED OR WITH WHOM CONTRACTS ARE MADE UNDER PARAGRAPH
   56  (A) OF THIS SECTION AND IN  THE  CONTINUATION  OR  TERMINATION  OF  SUCH
       A. 5727                            33
    1  DELEGATION  OR CONTRACTS.   THE GOVERNING BOARD SHALL BE RELIEVED OF ALL
    2  LIABILITY FOR THE INVESTMENT AND REINVESTMENT OF INSTITUTIONAL FUNDS BY,
    3  AND FOR THE OTHER ACTS OR OMISSIONS OF, PERSONS TO WHOM AUTHORITY IS  SO
    4  DELEGATED OR WITH WHOM CONTRACTS ARE SO MADE.
    5  S 515. DIVIDENDS  PROHIBITED;  CERTAIN DISTRIBUTIONS OF CASH OR PROPERTY
    6           AUTHORIZED.
    7    (A) A CORPORATION SHALL NOT PAY DIVIDENDS OR DISTRIBUTE  ANY  PART  OF
    8  ITS INCOME OR PROFIT TO ITS MEMBERS, DIRECTORS, OR OFFICERS.
    9    (B)  A  CORPORATION  MAY  PAY  COMPENSATION  IN A REASONABLE AMOUNT TO
   10  MEMBERS, DIRECTORS, OR OFFICERS FOR  SERVICES  RENDERED,  AND  MAY  MAKE
   11  DISTRIBUTIONS  OF  CASH OR PROPERTY TO MEMBERS UPON DISSOLUTION OR FINAL
   12  LIQUIDATION AS PERMITTED BY THIS CHAPTER.
   13    (C) A CORPORATION MAY CONFER BENEFITS UPON MEMBERS  OR  NONMEMBERS  IN
   14  CONFORMITY  WITH  ITS PURPOSES, MAY REDEEM ITS CAPITAL CERTIFICATES, AND
   15  MAY MAKE OTHER DISTRIBUTIONS OF CASH  OR  PROPERTY  TO  ITS  MEMBERS  OR
   16  FORMER  MEMBERS,  DIRECTORS,  OR  OFFICERS PRIOR TO DISSOLUTION OR FINAL
   17  LIQUIDATION, AS AUTHORIZED BY THIS ARTICLE, EXCEPT WHEN THE  CORPORATION
   18  IS  CURRENTLY  INSOLVENT  OR WOULD THEREBY BE MADE INSOLVENT OR RENDERED
   19  UNABLE TO CARRY ON ITS CORPORATE PURPOSES, OR WHEN THE FAIR VALUE OF THE
   20  CORPORATION'S ASSETS REMAINING AFTER SUCH  CONFERRING  OF  BENEFITS,  OR
   21  REDEMPTION,  OR  OTHER  DISTRIBUTION  WOULD  BE INSUFFICIENT TO MEET ITS
   22  LIABILITIES.
   23  S 516. DISTRIBUTIONS TO MEMBERS UPON TERMINATION OF MEMBERSHIP.
   24    (A) EXCEPT AS PROVIDED IN THIS CHAPTER OR THE CERTIFICATE OF  INCORPO-
   25  RATION  OR  THE  BY-LAWS,  THE INTEREST OF A MEMBER IN THE PROPERTY OF A
   26  CORPORATION SHALL TERMINATE UPON  THE  TERMINATION  OF  HIS  MEMBERSHIP,
   27  WHETHER BY EXPIRATION OF THE TERM OF MEMBERSHIP, OR BY THE DEATH, VOLUN-
   28  TARY  WITHDRAWAL,  OR EXPULSION OF THE MEMBER, OR OTHERWISE. SUCH TERMI-
   29  NATION SHALL BE WITHOUT PREJUDICE TO HIS RIGHTS, IF ANY, AS HOLDER OF  A
   30  CAPITAL CERTIFICATE.
   31    (B)  IN THE EVENT OF A TERMINATION OF MEMBERSHIP, WHETHER VOLUNTARY OR
   32  INVOLUNTARY, AND SUBJECT TO ANY RESTRICTIONS CONTAINED IN  THIS  CHAPTER
   33  OR THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, A CORPORATION MAY AT
   34  ITS  OPTION  THEREAFTER  CALL  FOR REDEMPTION ANY CAPITAL CERTIFICATE OR
   35  CERTIFICATES HELD BY SUCH  FORMER  MEMBER,  AND  REDEEM  THE  SAME  UPON
   36  PAYMENT  OF A SUM OF MONEY EQUAL TO THE REDEMPTION PRICE THEREOF IF SUCH
   37  CERTIFICATES ARE BY THEIR TERMS REDEEMABLE, OR UPON PAYMENT OF A SUM  OF
   38  MONEY  EQUAL TO THE AMOUNT OF THE CAPITAL CONTRIBUTION EVIDENCED BY SUCH
   39  CERTIFICATES IF THEY ARE NOT BY THEIR EXPRESS TERMS REDEEMABLE.
   40    (C) IF A MEMBER WHO WOULD UPON DISSOLUTION  OF  THE  CORPORATION  HAVE
   41  DISTRIBUTIVE  RIGHTS IN ITS ASSETS UNDER PARAGRAPH (D) OF SECTION 507 OF
   42  THIS ARTICLE IS EXPELLED OTHER THAN FOR CAUSE PURSUANT TO A PROVISION OF
   43  THE CERTIFICATE OF INCORPORATION OR BY-LAWS AUTHORIZING SUCH  EXPULSION,
   44  AND THE CORPORATION IS DISSOLVED WITHIN A PERIOD OF FIVE YEARS AFTER THE
   45  DATE  OF  SUCH EXPULSION, THE EXPELLED MEMBER SHALL BE ENTITLED TO SHARE
   46  IN THE DISTRIBUTION OF ASSETS IN THE SAME MANNER AS OTHER MEMBERS OF THE
   47  SAME CLASS ENTITLED TO SHARE AT THAT TIME, EXCEPT THAT HIS  SHARE  SHALL
   48  BE  CHARGED  WITH  ANY  ARREARAGES AND ALL DUES AND ASSESSMENTS WHICH HE
   49  WOULD HAVE PAID IF HE HAD REMAINED A MEMBER, PLUS INTEREST ON  ALL  SUCH
   50  ITEMS.
   51    (D)  NOTHING  IN  THIS SECTION SHALL AUTHORIZE A CORPORATION TO MAKE A
   52  DISTRIBUTION OF CASH OR PROPERTY TO A FORMER MEMBER IN CONTRAVENTION  OF
   53  THE PROVISIONS OF SECTION 515 OF THIS ARTICLE.
   54  S 517. LIABILITIES OF MEMBERS.
   55    (A)  THE  MEMBERS  OF A CORPORATION SHALL NOT BE PERSONALLY LIABLE FOR
   56  THE DEBTS, LIABILITIES OR OBLIGATIONS OF THE CORPORATION.
       A. 5727                            34
    1    (B) A MEMBER SHALL BE LIABLE TO THE CORPORATION ONLY TO THE EXTENT  OF
    2  ANY  UNPAID  PORTION  OF THE INITIATION FEES, MEMBERSHIP DUES OR ASSESS-
    3  MENTS WHICH THE CORPORATION MAY HAVE LAWFULLY IMPOSED UPON SUCH  MEMBER,
    4  OR FOR ANY OTHER INDEBTEDNESS OWED BY SUCH MEMBER TO THE CORPORATION. NO
    5  ACTION  SHALL BE BROUGHT BY ANY CREDITOR OF THE CORPORATION TO REACH AND
    6  APPLY ANY SUCH LIABILITY TO ANY DEBT  OF  THE  CORPORATION  UNTIL  AFTER
    7  FINAL JUDGMENT SHALL HAVE BEEN RENDERED AGAINST THE CORPORATION IN FAVOR
    8  OF  THE  CREDITOR  AND  EXECUTION  THEREON  RETURNED UNSATISFIED, OR THE
    9  CORPORATION SHALL HAVE BEEN ADJUDGED BANKRUPT, OR A RECEIVER SHALL  HAVE
   10  BEEN  APPOINTED  WITH  POWER  TO  COLLECT  DEBTS, AND WHICH RECEIVER, ON
   11  DEMAND OF A CREDITOR TO BRING SUIT THEREON, HAS REFUSED TO SUE FOR  SUCH
   12  UNPAID  AMOUNT,  OR  THE CORPORATION SHALL HAVE BEEN DISSOLVED OR CEASED
   13  ITS ACTIVITIES LEAVING DEBTS UNPAID. NO SUCH  ACTION  SHALL  BE  BROUGHT
   14  MORE THAN THREE YEARS AFTER THE HAPPENING OF ANY ONE OF SUCH EVENTS.
   15  S 519. ANNUAL REPORT OF DIRECTORS.
   16    (A) THE BOARD SHALL PRESENT AT THE ANNUAL MEETING OF MEMBERS A REPORT,
   17  VERIFIED  BY  THE PRESIDENT AND TREASURER OR BY A MAJORITY OF THE DIREC-
   18  TORS, OR CERTIFIED BY AN INDEPENDENT PUBLIC OR CERTIFIED PUBLIC ACCOUNT-
   19  ANT OR A FIRM OF SUCH ACCOUNTANTS SELECTED  BY  THE  BOARD,  SHOWING  IN
   20  APPROPRIATE DETAIL THE FOLLOWING:
   21    (1)  THE  ASSETS  AND  LIABILITIES,  INCLUDING THE TRUST FUNDS, OF THE
   22  CORPORATION AS OF THE END OF A TWELVE MONTH  FISCAL  PERIOD  TERMINATING
   23  NOT MORE THAN SIX MONTHS PRIOR TO SAID MEETING.
   24    (2)  THE  PRINCIPAL CHANGES IN ASSETS AND LIABILITIES, INCLUDING TRUST
   25  FUNDS, DURING SAID FISCAL PERIOD.
   26    (3) THE REVENUE OR RECEIPTS OF THE CORPORATION, BOTH UNRESTRICTED  AND
   27  RESTRICTED TO PARTICULAR PURPOSES DURING SAID FISCAL PERIOD.
   28    (4) THE EXPENSES OR DISBURSEMENTS OF THE CORPORATION, FOR BOTH GENERAL
   29  AND RESTRICTED PURPOSES, DURING SAID FISCAL PERIOD.
   30    (5)  THE  NUMBER  OF  MEMBERS OF THE CORPORATION AS OF THE DATE OF THE
   31  REPORT, TOGETHER WITH A STATEMENT OF INCREASE OR DECREASE IN SUCH NUMBER
   32  DURING SAID FISCAL PERIOD, AND A STATEMENT OF THE PLACE WHERE THE  NAMES
   33  AND PLACES OF RESIDENCE OF THE CURRENT MEMBERS MAY BE FOUND.
   34    (B)  THE ANNUAL REPORT OF DIRECTORS SHALL BE FILED WITH THE RECORDS OF
   35  THE CORPORATION AND EITHER A COPY OR AN ABSTRACT THEREOF ENTERED IN  THE
   36  MINUTES OF THE PROCEEDINGS OF THE ANNUAL MEETING OF MEMBERS.
   37    (C)  THE  BOARD  OF  A  CORPORATION HAVING NO MEMBERS SHALL DIRECT THE
   38  PRESIDENT AND TREASURER TO PRESENT AT THE ANNUAL MEETING OF THE BOARD  A
   39  REPORT  IN  ACCORDANCE  WITH PARAGRAPH (A) OF THIS SECTION, BUT OMITTING
   40  THE REQUIREMENT OF SUBPARAGRAPH (5). THIS REPORT SHALL BE FILED WITH THE
   41  MINUTES OF THE ANNUAL MEETING OF THE BOARD.
   42  S 520. REPORTS OF CORPORATION.
   43    EACH DOMESTIC CORPORATION, AND EACH FOREIGN CORPORATION AUTHORIZED  TO
   44  CONDUCT  ACTIVITIES  IN  THIS  STATE,  SHALL FROM TIME TO TIME FILE SUCH
   45  REPORTS ON ITS ACTIVITIES AS MAY BE REQUIRED BY THE LAWS OF THIS  STATE.
   46  ALL REGISTRATION AND REPORTING REQUIREMENTS PURSUANT TO SECTION 8-1.4 OF
   47  THE  ESTATES,  POWERS  AND  TRUSTS LAW, OR RELATED SUCCESSOR PROVISIONS,
   48  ARE, WITHOUT LIMITATION ON THE FOREGOING, EXPRESSLY INCLUDED AS  REPORTS
   49  REQUIRED  BY  THE  LAWS  OF THIS STATE TO BE FILED WITHIN THE MEANING OF
   50  THIS SECTION. WILLFUL FAILURE OF A  CORPORATION  TO  FILE  A  REPORT  AS
   51  REQUIRED  BY LAW SHALL SUBJECT THE CORPORATION TO AN ORDER OF THE ATTOR-
   52  NEY GENERAL COMPELLING SUCH REPORT OR REPORTS TO BE FILED  WITHIN  SIXTY
   53  DAYS  OF  THE  ATTORNEY  GENERAL'S ORDER; AND, IN THE EVENT OF CONTINUED
   54  NONCOMPLIANCE THEREAFTER, TO AN ATTORNEY GENERAL ACTION FOR  DISSOLUTION
   55  UNDER  ARTICLE 11 OF THIS CHAPTER IN THE CASE OF A DOMESTIC CORPORATION,
       A. 5727                            35
    1  OR UNDER SECTION 1303 OF THIS CHAPTER IN THE CASE OF  A  FOREIGN  CORPO-
    2  RATION.
    3  S 521. LIABILITY FOR FAILURE TO DISCLOSE REQUIRED INFORMATION.
    4    FAILURE  OF THE CORPORATION TO COMPLY IN GOOD FAITH WITH THE NOTICE OR
    5  DISCLOSURE OR REPORTING PROVISIONS OF SECTION 501 OF  THIS  ARTICLE,  OR
    6  PARAGRAPH  (C)  OF  SECTION  503  OF  THIS  ARTICLE, OR PARAGRAPH (B) OF
    7  SECTION 513 OF THIS ARTICLE, OR SECTION 519 OF THIS ARTICLE, OR  SECTION
    8  520  OF  THIS  ARTICLE, SHALL MAKE THE CORPORATION LIABLE FOR ANY DAMAGE
    9  SUSTAINED BY ANY PERSON IN CONSEQUENCE THEREOF.
   10  S 522. RELEASE OF RESTRICTIONS ON USE OR INVESTMENT.
   11    (A) WITH THE CONSENT OF THE DONOR IN A  WRITING  ACKNOWLEDGED  BY  THE
   12  DONOR,  THE  GOVERNING  BOARD  MAY  RELEASE,  IN  WHOLE  OR  IN  PART, A
   13  RESTRICTION IMPOSED BY THE APPLICABLE GIFT  INSTRUMENT  ON  THE  USE  OR
   14  INVESTMENT OF AN INSTITUTIONAL FUND.
   15    (B)  IF  WRITTEN  CONSENT OF THE DONOR CANNOT BE OBTAINED BY REASON OF
   16  DEATH, DISABILITY, UNAVAILABILITY, OR IMPOSSIBILITY  OF  IDENTIFICATION,
   17  THE  GOVERNING BOARD MAY APPLY IN THE NAME OF THE CORPORATION (I) TO THE
   18  SUPREME COURT OF THE JUDICIAL DISTRICT WHEREIN THE CORPORATION  HAS  ITS
   19  OFFICE  OR PRINCIPAL PLACE OF CARRYING OUT THE PURPOSES FOR WHICH IT WAS
   20  FORMED, OR (II) WHERE THE APPLICABLE GIFT INSTRUMENT IS A WILL,  TO  THE
   21  SURROGATE'S  COURT  IN  WHICH  SUCH  WILL  IS PROBATED, FOR RELEASE OF A
   22  RESTRICTION IMPOSED BY THE APPLICABLE GIFT  INSTRUMENT  ON  THE  USE  OR
   23  INVESTMENT OF AN INSTITUTIONAL FUND. THE ATTORNEY GENERAL SHALL BE NOTI-
   24  FIED  OF  THE APPLICATION AND SHALL BE GIVEN AN OPPORTUNITY TO BE HEARD.
   25  IF THE COURT FINDS THAT THE RESTRICTION IS OBSOLETE,  INAPPROPRIATE,  OR
   26  IMPRACTICABLE,  IT  MAY  BY ORDER RELEASE THE RESTRICTION IN WHOLE OR IN
   27  PART. A RELEASE UNDER THIS PARAGRAPH MAY NOT CHANGE AN ENDOWMENT FUND TO
   28  A FUND THAT IS NOT AN ENDOWMENT FUND.
   29    (C) A RELEASE UNDER THIS SECTION MAY NOT ALLOW A FUND TO BE  USED  FOR
   30  PURPOSES OTHER THAN THE PURPOSES OF THE CORPORATION.
   31    (D)  THIS SECTION DOES NOT LIMIT THE APPLICATION OF THE DOCTRINE OF CY
   32  PRES.
   33    S 6. Article 6 of the not-for-profit corporation law is REPEALED and a
   34  new article 6 is added to read as follows:
   35                                  ARTICLE 6
   36                                   MEMBERS
   37  SECTION 601. MEMBERS.
   38          602. BY-LAWS.
   39          603. MEETINGS OF MEMBERS.
   40          604. SPECIAL MEETING FOR ELECTION OF DIRECTORS.
   41          605. NOTICE OF MEETING OF MEMBERS.
   42          606. WAIVERS OF NOTICE.
   43          607. LIST OR RECORD OF MEMBERS AT MEETINGS.
   44          608. QUORUM AT MEETING OF MEMBERS.
   45          609. PROXIES.
   46          610. SELECTION OF INSPECTORS AT MEETING OF MEMBERS; DUTIES.
   47          611. QUALIFICATION OF VOTERS; FIXING RECORD  DATE  TO  DETERMINE
   48                 ELIGIBILITY TO VOTE; VOTING ENTITLEMENT.
   49          612. LIMITATIONS ON RIGHT TO VOTE.
   50          613. VOTE OF MEMBERS.
   51          614. ACTION BY MEMBERS WITHOUT A MEETING.
   52          615. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF MEMBERS.
   53          616. VOTING BY CLASS OF MEMBERS.
   54          617. CUMULATIVE VOTING.
   55          618. POWER OF SUPREME COURT RESPECTING ELECTIONS.
   56          619. AGREEMENTS BY MEMBERS AS TO VOTING.
       A. 5727                            36
    1          620. PREEMPTIVE RIGHTS.
    2          621. BOOKS   AND  RECORDS;  RIGHT  OF  INSPECTION;  PRIMA  FACIE
    3                 EVIDENCE.
    4          622. INFANT MEMBERS.
    5          623. MEMBERS' DERIVATIVE ACTION BROUGHT  IN  THE  RIGHT  OF  THE
    6                 CORPORATION TO PROCURE A JUDGMENT IN ITS FAVOR.
    7  S 601. MEMBERS.
    8    (A)  A  CORPORATION  MAY  HAVE  ONE  OR  MORE CLASSES OF MEMBERS OR NO
    9  MEMBERS. A CORPORATION THAT HAS ONE OR MORE CLASSES OF MEMBERS SHALL SET
   10  FORTH IN THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SUCH  PROVISION
   11  FOR  CLASSES  OF MEMBERS.  CORPORATIONS, JOINT-STOCK ASSOCIATIONS, UNIN-
   12  CORPORATED ASSOCIATIONS AND PARTNERSHIPS, AS WELL AS  ANY  OTHER  PERSON
   13  WITHOUT LIMITATION, MAY BE MEMBERS.
   14    (B)  IF THE CORPORATION HAS TWO OR MORE CLASSES OF MEMBERS, THE DESIG-
   15  NATION AND CHARACTERISTICS OF EACH  CLASS  AND  THE  QUALIFICATIONS  AND
   16  RIGHTS  OF,  AND  LIMITATIONS UPON, THE MEMBERS OF EACH CLASS MAY BE SET
   17  FORTH IN THE CERTIFICATE  OF  INCORPORATION,  THE  BY-LAWS  OR,  IF  THE
   18  BY-LAWS SO PROVIDE, A RESOLUTION OF THE BOARD.
   19    (C)  IF  THE  CORPORATION  HAS MEMBERS, MEMBERSHIP MAY BE EFFECTED AND
   20  EVIDENCED BY:
   21    (1) SIGNATURE ON THE CERTIFICATE OF INCORPORATION.
   22    (2) DESIGNATION IN THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
   23    (3) MEMBERSHIP CERTIFICATE OR CARD OR CAPITAL CERTIFICATE.
   24    (4) SUCH METHOD, INCLUDING BUT NOT LIMITED TO  THE  FOREGOING,  AS  IS
   25  PRESCRIBED BY THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
   26    (D)  MEMBERSHIP  IN A CORPORATION SHALL NOT BE TRANSFERABLE, EXCEPT AS
   27  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR BY-LAWS.
   28    (E) MEMBERSHIP CERTIFICATES OR CARDS SHALL NOT BE TRANSFERABLE. IF THE
   29  CERTIFICATE OF INCORPORATION OR BY-LAWS PERMITS TRANSFER OF  MEMBERSHIP,
   30  UPON  EACH  SUCH  TRANSFER  THE  CERTIFICATE  OR CARD ISSUED TO A FORMER
   31  MEMBER SHALL BE SURRENDERED, AND A NEW  CERTIFICATE  OR  CARD  SHALL  BE
   32  ISSUED TO THE NEW MEMBER.
   33    (F) EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER OR THE CERTIFICATE OF
   34  INCORPORATION  OR  THE BY-LAWS, MEMBERSHIP SHALL BE TERMINATED BY DEATH,
   35  RESIGNATION, OR EXPULSION, OF  A  MEMBER;  DISSOLUTION  OF  A  CORPORATE
   36  MEMBER;  EXPIRATION  OF  A  TERM OF MEMBERSHIP OR DISSOLUTION AND LIQUI-
   37  DATION UNDER ARTICLES 10 AND 11 OF THIS CHAPTER.
   38  S 602. BY-LAWS.
   39    (A) THE INITIAL BY-LAWS OF A CORPORATION MAY BE ADOPTED BY ITS  INCOR-
   40  PORATORS  AT  THE  ORGANIZATION  MEETING  AND,  IF NOT SO ADOPTED BY THE
   41  INCORPORATORS, BY ITS BOARD. ANY REFERENCE IN THIS CHAPTER TO A  "BY-LAW
   42  ADOPTED BY THE MEMBERS" INCLUDES A BY-LAW ADOPTED BY THE INCORPORATORS.
   43    (B)  SUBJECT  TO  SECTION  612  OF  THIS  ARTICLE,  THE BY-LAWS MAY BE
   44  ADOPTED, AMENDED OR REPEALED BY THE MEMBERS AT THE TIME ENTITLED TO VOTE
   45  IN THE ELECTION OF DIRECTORS  AND,  UNLESS  OTHERWISE  PROVIDED  IN  THE
   46  CERTIFICATE  OF  INCORPORATION OR THE BY-LAWS ADOPTED BY THE MEMBERS, BY
   47  THE BOARD.
   48    (C) BY-LAWS MAY BE AMENDED OR REPEALED BY A MAJORITY OF MEMBERS AT THE
   49  TIME ENTITLED TO VOTE IN THE ELECTION OF ANY DIRECTORS. WHEN SO PROVIDED
   50  IN THE CERTIFICATE OF INCORPORATION OR A BY-LAW ADOPTED BY THE  MEMBERS,
   51  BY-LAWS MAY ALSO BE AMENDED OR REPEALED BY THE BOARD BY SUCH VOTE AS MAY
   52  BE  THEREIN  SPECIFIED,  WHICH  MAY  BE  GREATER THAN THE VOTE OTHERWISE
   53  PRESCRIBED BY THIS CHAPTER, BUT ANY BY-LAW ADOPTED BY THE BOARD  MAY  BE
   54  AMENDED  OR  REPEALED  BY THE MEMBERS ENTITLED TO VOTE THEREON AS HEREIN
   55  PROVIDED.  ANY REFERENCE IN THIS CHAPTER TO A  "BY-LAW  ADOPTED  BY  THE
       A. 5727                            37
    1  MEMBERS"  SHALL INCLUDE A BY-LAW ADOPTED BY THE INCORPORATOR OR INCORPO-
    2  RATORS.
    3    (D) IN THE CASE OF A CORPORATION WHICH IS SUBJECT, UNDER ANY OTHER LAW
    4  OF  THIS STATE, TO REGULATION OR CONTROL BY A GOVERNMENTAL BODY OR OFFI-
    5  CER, SUCH BODY OR OFFICER MAY, TO THE EXTENT PROVIDED IN SUCH OTHER LAW,
    6  IN FURTHERANCE OF ITS, HIS OR HER AUTHORITY TO REGULATE OR CONTROL:
    7    (1) ADOPT, AMEND OR REPEAL BY-LAWS.
    8    (2) AMEND OR REPEAL ANY BY-LAW ADOPTED BY THE MEMBERS OR THE BOARD.
    9    (E) IF ANY BY-LAW REGULATING AN IMPENDING  ELECTION  OF  DIRECTORS  IS
   10  ADOPTED,  AMENDED  OR REPEALED BY THE BOARD, THERE SHALL BE SET FORTH IN
   11  THE NOTICE OF THE NEXT MEETING OF THE MEMBERS FOR THE ELECTION OF DIREC-
   12  TORS THE BY-LAW SO ADOPTED, AMENDED OR REPEALED, TOGETHER WITH A CONCISE
   13  STATEMENT OF THE CHANGES MADE.
   14    (F) THE BY-LAWS MAY CONTAIN ANY PROVISION RELATING TO THE BUSINESS  OF
   15  THE CORPORATION, THE CONDUCT OF ITS AFFAIRS, ITS RIGHTS OR POWERS OR THE
   16  RIGHTS OR POWERS OF ITS MEMBERS, DIRECTORS OR OFFICERS, NOT INCONSISTENT
   17  WITH  THIS CHAPTER OR ANY OTHER STATUTE OF THIS STATE OR THE CERTIFICATE
   18  OF INCORPORATION.
   19  S 603. MEETINGS OF MEMBERS.
   20    (A) MEETINGS OF MEMBERS MAY BE HELD AT SUCH PLACE, WITHIN  OR  WITHOUT
   21  THIS STATE, AS MAY BE FIXED BY OR UNDER THE BY-LAWS OR, IF NOT SO FIXED,
   22  AT THE OFFICE OF THE CORPORATION IN THIS STATE.
   23    (B)  A  MEETING OF THE MEMBERS SHALL BE HELD ANNUALLY FOR THE ELECTION
   24  OF DIRECTORS AND THE TRANSACTION OF OTHER BUSINESS ON A DATE FIXED BY OR
   25  UNDER THE BY-LAWS. FAILURE TO HOLD THE ANNUAL MEETING  ON  THE  DATE  SO
   26  FIXED  OR TO ELECT A SUFFICIENT NUMBER OF DIRECTORS TO CONDUCT THE BUSI-
   27  NESS OF THE CORPORATION SHALL NOT WORK A FORFEITURE OR  GIVE  CAUSE  FOR
   28  DISSOLUTION  OF  THE CORPORATION, EXCEPT AS PROVIDED IN PARAGRAPH (A) OF
   29  SECTION 1102 OF THIS CHAPTER.
   30    (C) SPECIAL MEETINGS OF THE MEMBERS MAY BE CALLED BY THE BOARD AND  BY
   31  SUCH PERSON OR PERSONS AS MAY BE AUTHORIZED BY THE CERTIFICATE OF INCOR-
   32  PORATION  OR THE BY-LAWS.  IN ANY CASE, SUCH MEETINGS MAY BE CONVENED BY
   33  THE MEMBERS ENTITLED TO CAST TEN PERCENT OF THE TOTAL  NUMBER  OF  VOTES
   34  ENTITLED  TO  BE  CAST  AT SUCH MEETING, WHO MAY, IN WRITING, DEMAND THE
   35  CALL OF A SPECIAL MEETING SPECIFYING THE DATE AND MONTH  THEREOF,  WHICH
   36  SHALL  NOT  BE  LESS THAN TWENTY (20) NOR MORE THAN SIXTY (60) DAYS FROM
   37  THE DATE OF SUCH WRITTEN DEMAND. THE SECRETARY OF THE  CORPORATION  UPON
   38  RECEIVING THE WRITTEN DEMAND SHALL PROMPTLY GIVE NOTICE OF SUCH MEETING,
   39  OR IF THE SECRETARY FAILS TO DO SO WITHIN FIVE BUSINESS DAYS THEREAFTER,
   40  ANY  MEMBER  SIGNING SUCH DEMAND MAY GIVE SUCH NOTICE. THE MEETING SHALL
   41  BE HELD AT THE PLACE FIXED IN THE BY-LAWS OR, IF NOT SO  FIXED,  AT  THE
   42  OFFICE OF THE CORPORATION.
   43    (D)  A  CORPORATION MAY PROVIDE IN ITS CERTIFICATE OF INCORPORATION OR
   44  BY-LAWS ADOPTED BY THE MEMBERS FOR THE ELECTION  OF  REPRESENTATIVES  OR
   45  DELEGATES,  WHO,  WHEN ASSEMBLED WITHIN OR WITHOUT THE STATE AS DIRECTED
   46  BY THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, SHALL HAVE  AND  MAY
   47  EXERCISE ALL OF THE POWERS, RIGHTS AND PRIVILEGES OF MEMBERS AT AN ANNU-
   48  AL  MEETING.  WHEN  SO  EXERCISING  THE POWERS, RIGHTS AND PRIVILEGES OF
   49  MEMBERS, SUCH REPRESENTATIVES OR  DELEGATES  SHALL  BE  SUBJECT  IN  ALL
   50  RESPECTS TO THE PROVISIONS OF THIS CHAPTER GOVERNING MEMBERS.
   51    (E)  EXCEPT  AS  OTHERWISE  REQUIRED  BY THIS CHAPTER, THE BY-LAWS MAY
   52  DESIGNATE REASONABLE PROCEDURES FOR THE CALLING AND CONDUCT OF A MEETING
   53  OF MEMBERS, INCLUDED BUT NOT LIMITED TO SPECIFYING:
   54    (1) WHO MAY CALL AND WHO MAY CONDUCT THE MEETING;
   55    (2) THE MEANS BY WHICH THE ORDER OF BUSINESS TO BE CONDUCTED SHALL  BE
   56  ESTABLISHED;
       A. 5727                            38
    1    (3) THE PROCEDURES AND REQUIREMENTS FOR THE NOMINATION OF DIRECTORS;
    2    (4) THE PROCEDURES WITH RESPECT TO THE MAKING OF MEMBER PROPOSALS; AND
    3    (5)  THE PROCEDURES TO BE ESTABLISHED FOR THE ADJOURNMENT OF ANY MEET-
    4  ING OF MEMBERS.
    5  S 604. SPECIAL MEETING FOR ELECTION OF DIRECTORS.
    6    (A) IF, FOR A PERIOD OF ONE MONTH AFTER THE DATE FIXED BY OR UNDER THE
    7  BY-LAWS FOR THE ANNUAL MEETING OF MEMBERS OR, IF NO  DATE  HAS  BEEN  SO
    8  FIXED, FOR A PERIOD OF THIRTEEN MONTHS AFTER THE FORMATION OF THE CORPO-
    9  RATION  OR THE LAST ANNUAL MEETING, THERE IS A FAILURE TO ELECT A SUFFI-
   10  CIENT NUMBER OF DIRECTORS TO CONDUCT THE BUSINESS  OF  THE  CORPORATION,
   11  THE BOARD SHALL CALL A SPECIAL MEETING FOR THE ELECTION OF DIRECTORS. IF
   12  SUCH  SPECIAL  MEETING IS NOT CALLED BY THE BOARD WITHIN TWO WEEKS AFTER
   13  THE EXPIRATION OF SUCH PERIOD OR IF IT IS SO CALLED BUT THERE IS A FAIL-
   14  URE TO ELECT SUCH DIRECTORS FOR A PERIOD OF TWO MONTHS AFTER THE EXPIRA-
   15  TION OF SUCH PERIOD, MEMBERS ENTITLED TO CAST ONE HUNDRED VOTES  OR  TEN
   16  PERCENT  OF THE TOTAL NUMBER OF VOTES ENTITLED TO BE CAST IN AN ELECTION
   17  OF DIRECTORS, WHICHEVER IS LESSER, MAY, IN WRITING, DEMAND THE CALL OF A
   18  SPECIAL MEETING FOR THE ELECTION OF DIRECTORS SPECIFYING  THE  DATE  AND
   19  MONTH  THEREOF,  WHICH  SHALL  NOT BE LESS THAN SIXTY (60) NOR MORE THAN
   20  NINETY (90) DAYS FROM THE DATE OF SUCH WRITTEN DEMAND. THE SECRETARY  OF
   21  THE  CORPORATION  UPON  RECEIVING THE WRITTEN DEMAND SHALL PROMPTLY GIVE
   22  NOTICE OF SUCH MEETING OR, IF THE SECRETARY FAILS TO DO SO  WITHIN  FIVE
   23  BUSINESS  DAYS  THEREAFTER, ANY MEMBER SIGNING SUCH DEMAND MAY GIVE SUCH
   24  NOTICE. THE MEETING SHALL BE HELD AT THE PLACE FIXED IN THE BY-LAWS  OR,
   25  IF NOT SO FIXED, AT THE OFFICE OF THE CORPORATION.
   26    (B)  AT  ANY  SUCH  SPECIAL  MEETING  CALLED ON THE DEMAND OF MEMBERS,
   27  NOTWITHSTANDING SECTION 608 OF THIS ARTICLE, THE MEMBERS  ATTENDING,  IN
   28  PERSON  OR  BY  PROXY,  AND ENTITLED TO VOTE IN AN ELECTION OF DIRECTORS
   29  SHALL CONSTITUTE A QUORUM FOR THE PURPOSE OF ELECTING DIRECTORS, BUT NOT
   30  FOR THE TRANSACTION OF ANY OTHER BUSINESS.
   31  S 605. NOTICE OF MEETING OF MEMBERS.
   32    (A) WHENEVER UNDER THE PROVISIONS OF THIS CHAPTER MEMBERS ARE REQUIRED
   33  OR PERMITTED TO TAKE ANY ACTION AT A MEETING, WRITTEN NOTICE SHALL STATE
   34  THE PLACE, DATE AND HOUR OF THE MEETING AND,  UNLESS  IT  IS  AN  ANNUAL
   35  MEETING,  INDICATE THAT IT IS BEING ISSUED BY OR AT THE DIRECTION OF THE
   36  PERSON OR PERSONS CALLING THE MEETING. NOTICE OF A SPECIAL MEETING SHALL
   37  ALSO STATE THE PURPOSE OR PURPOSES FOR  WHICH  THE  MEETING  IS  CALLED.
   38  NOTICE OF ANY MEETING OF MEMBERS MAY BE WRITTEN OR ELECTRONIC. NOTICE OF
   39  ANY  MEETING  SHALL BE GIVEN NOT FEWER THAN TEN (10) NOR MORE THAN SIXTY
   40  (60) DAYS BEFORE THE DATE OF THE MEETING, PROVIDED, HOWEVER,  THAT  SUCH
   41  NOTICE  MAY BE GIVEN BY THIRD CLASS MAIL NOT FEWER THAN TWENTY-FOUR (24)
   42  NOR MORE THAN SIXTY (60) DAYS BEFORE THE DATE OF  THE  MEETING  TO  EACH
   43  MEMBER ENTITLED TO VOTE AT SUCH MEETING. IF MAILED, SUCH NOTICE IS GIVEN
   44  WHEN  DEPOSITED IN THE UNITED STATES MAIL, WITH POSTAGE THEREON PREPAID,
   45  DIRECTED TO THE MEMBER AT THE ADDRESS THAT  APPEARS  ON  THE  RECORD  OF
   46  MEMBERS,  OR,  IF  THE MEMBER SHALL HAVE FILED WITH THE SECRETARY OF THE
   47  CORPORATION A WRITTEN REQUEST THAT  NOTICES  BE  MAILED  TO  SOME  OTHER
   48  ADDRESS,  THEN  DIRECTED AT SUCH OTHER ADDRESS. IF TRANSMITTED ELECTRON-
   49  ICALLY, SUCH NOTICE IS GIVEN WHEN DIRECTED TO  THE  MEMBER'S  ELECTRONIC
   50  MAIL  ADDRESS  AS  SUPPLIED BY THE MEMBER TO THE SECRETARY OF THE CORPO-
   51  RATION OR AS OTHERWISE DIRECTED PURSUANT TO THE  MEMBER'S  AUTHORIZATION
   52  OR  INSTRUCTIONS.  AN  AFFIDAVIT OF THE SECRETARY OR OTHER PERSON GIVING
   53  THE NOTICE OR OF A TRANSFER AGENT OF THE  CORPORATION  THAT  THE  NOTICE
   54  REQUIRED  BY THIS SECTION HAS BEEN GIVEN SHALL, IN THE ABSENCE OF FRAUD,
   55  BE PRIMA FACIE EVIDENCE OF THE FACTS THEREIN STATED. WHENEVER  A  CORPO-
   56  RATION  HAS  MORE THAN FIVE HUNDRED MEMBERS, THE NOTICE MAY BE SERVED BY
       A. 5727                            39
    1  PUBLICATION, IN LIEU OF MAILING, IN A NEWSPAPER PUBLISHED IN THE  COUNTY
    2  IN  THE  STATE  IN  WHICH  THE  PRINCIPAL  OFFICE  OF THE CORPORATION IS
    3  LOCATED, ONCE A WEEK FOR THREE SUCCESSIVE WEEKS NEXT PRECEDING THE  DATE
    4  OF THE MEETING.
    5    (B) WHEN A MEETING IS ADJOURNED TO ANOTHER TIME OR PLACE, IT SHALL NOT
    6  BE  NECESSARY,  UNLESS THE BY-LAWS REQUIRE OTHERWISE, TO GIVE ANY NOTICE
    7  OF THE ADJOURNED MEETING IF THE TIME AND PLACE TO WHICH THE  MEETING  IS
    8  ADJOURNED  ARE  ANNOUNCED  AT  THE  MEETING  AT WHICH THE ADJOURNMENT IS
    9  TAKEN, AND AT THE ADJOURNED MEETING ANY BUSINESS MAY BE TRANSACTED  THAT
   10  MIGHT  HAVE BEEN TRANSACTED ON THE ORIGINAL DATE OF THE MEETING.  HOWEV-
   11  ER, IF AFTER THE ADJOURNMENT THE BOARD FIXES A NEW RECORD DATE  FOR  THE
   12  ADJOURNED  MEETING,  A NOTICE OF THE ADJOURNED MEETING SHALL BE GIVEN TO
   13  EACH MEMBER OF RECORD ON THE NEW RECORD DATE ENTITLED  TO  NOTICE  UNDER
   14  PARAGRAPH (A) OF THIS SECTION.
   15  S 606. WAIVERS OF NOTICE.
   16    NOTICE OF MEETING NEED NOT BE GIVEN TO ANY MEMBER WHO SUBMITS A SIGNED
   17  WAIVER  OF NOTICE, WHETHER BEFORE OR AFTER THE MEETING. WAIVER OF NOTICE
   18  MAY BE WRITTEN OR ELECTRONIC. IF WRITTEN, THE WAIVER MUST BE EXECUTED BY
   19  THE MEMBER OR THE MEMBER'S AUTHORIZED  OFFICER,  DIRECTOR,  EMPLOYEE  OR
   20  AGENT  BY  SIGNING  SUCH  WAIVER  OR  CAUSING HIS OR HER SIGNATURE TO BE
   21  AFFIXED TO SUCH WAIVER BY  ANY  REASONABLE  MEANS,  INCLUDING,  BUT  NOT
   22  LIMITED  TO, FACSIMILE SIGNATURE. IF ELECTRONIC, THE TRANSMISSION OF THE
   23  WAIVER MUST EITHER SET FORTH OR BE SUBMITTED WITH INFORMATION FROM WHICH
   24  IT CAN REASONABLY BE DETERMINED THAT THE TRANSMISSION WAS AUTHORIZED  BY
   25  THE  MEMBER.  THE ATTENDANCE OF ANY MEMBER AT A MEETING, IN PERSON OR BY
   26  PROXY, WITHOUT PROTESTING PRIOR TO THE CONCLUSION  OF  THE  MEETING  THE
   27  LACK OF NOTICE OF SUCH MEETING, SHALL CONSTITUTE A WAIVER OF NOTICE.
   28  S 607. LIST OR RECORD OF MEMBERS AT MEETINGS.
   29    A  LIST OR RECORD OF MEMBERS ENTITLED TO VOTE, CERTIFIED BY THE CORPO-
   30  RATE OFFICER RESPONSIBLE FOR ITS PREPARATION OR  BY  A  TRANSFER  AGENT,
   31  SHALL BE PRODUCED AT ANY MEETING OF MEMBERS UPON THE REQUEST THEREFOR OF
   32  ANY  MEMBER  WHO  HAS  GIVEN WRITTEN NOTICE TO THE CORPORATION THAT SUCH
   33  REQUEST WILL BE MADE AT LEAST TEN DAYS PRIOR TO  SUCH  MEETING.  IF  THE
   34  RIGHT  TO VOTE AT ANY MEETING IS CHALLENGED, THE INSPECTORS OF ELECTION,
   35  OR THE PERSON PRESIDING THEREAT, SHALL REQUIRE SUCH LIST  OR  RECORD  OF
   36  MEMBERS  TO  BE  PRODUCED  AS EVIDENCE OF THE RIGHT OF THE PERSONS CHAL-
   37  LENGED TO VOTE AT SUCH MEETING, AND ALL PERSONS  WHO  APPEAR  FROM  SUCH
   38  LIST  OR  RECORD TO BE MEMBERS ENTITLED TO VOTE THEREAT MAY VOTE AT SUCH
   39  MEETING.
   40  S 608. QUORUM AT MEETING OF MEMBERS.
   41    (A) MEMBERS ENTITLED TO CAST A MAJORITY OF THE TOTAL NUMBER  OF  VOTES
   42  ENTITLED  TO  BE  CAST THEREAT SHALL CONSTITUTE A QUORUM AT A MEETING OF
   43  MEMBERS FOR THE TRANSACTION OF ANY BUSINESS, PROVIDED THAT WHEN A SPECI-
   44  FIED ITEM OF BUSINESS IS REQUIRED TO BE VOTED ON BY A CLASS OF  MEMBERS,
   45  VOTING  AS  A  CLASS,  MEMBERS  ENTITLED TO CAST A MAJORITY OF THE TOTAL
   46  NUMBER OF VOTES ENTITLED TO BE CAST BY SUCH  CLASS  SHALL  CONSTITUTE  A
   47  QUORUM FOR THE TRANSACTION OF SUCH SPECIFIED ITEMS OF BUSINESS.
   48    (B)  THE  CERTIFICATE  OF INCORPORATION OR THE BY-LAWS MAY PROVIDE FOR
   49  ANY LESSER QUORUM NOT LESS THAN THE MEMBERS ENTITLED TO CAST ONE HUNDRED
   50  VOTES OR ONE-TENTH OF THE TOTAL NUMBER OF VOTES  ENTITLED  TO  BE  CAST,
   51  WHICHEVER IS LESSER, AND MAY, UNDER SECTION 615 OF THIS ARTICLE, PROVIDE
   52  FOR A GREATER QUORUM.
   53    (C)  ACTION  TO  AMEND  THE CERTIFICATE OF INCORPORATION OR BY-LAWS TO
   54  CONFORM TO PARAGRAPH (B) OF THIS SECTION MAY BE TAKEN AT A SPECIAL MEET-
   55  ING OF MEMBERS AT WHICH THE QUORUM REQUIREMENTS APPLICABLE TO THE CORPO-
       A. 5727                            40
    1  RATION IMMEDIATELY PRIOR TO THE  EFFECTIVE  DATE  OF  THIS  CHAPTER  ARE
    2  FULFILLED, BUT ACTION MAY BE TAKEN ONLY ONCE UNDER THIS PARAGRAPH.
    3    (D) THE MEMBERS PRESENT MAY ADJOURN THE MEETING DESPITE THE ABSENCE OF
    4  A QUORUM.
    5    (E)  IF  FOR  ANY REASON IT HAS PROVED TO BE IMPRACTICAL OR IMPOSSIBLE
    6  FOR A CORPORATION TO OBTAIN A QUORUM IN ORDER TO CONDUCT  A  MEETING  OF
    7  ITS MEMBERS IN THE MANNER PRESCRIBED BY ITS CERTIFICATE OR BY-LAWS OR BY
    8  STATUTE,  THEN UPON THE PETITION OF A DIRECTOR, OFFICER OR MEMBER TO THE
    9  SUPREME COURT IN THE JUDICIAL DISTRICT WHERE THE OFFICE  OF  THE  CORPO-
   10  RATION  IS  OR  WAS  LOCATED ON NOTICE TO THE ATTORNEY GENERAL OR BY THE
   11  ATTORNEY GENERAL, THE SUPREME COURT MAY IN ITS DISCRETION DISPENSE  WITH
   12  THE  REQUIREMENT  AS  TO  QUORUMS THAT WOULD OTHERWISE BE IMPOSED BY THE
   13  CORPORATION'S CERTIFICATE OF INCORPORATION OR BY-LAWS OR BY STATUTE. THE
   14  PETITION SHALL SET FORTH THE REASONABLE EFFORTS THE CORPORATION HAS MADE
   15  TO OBTAIN A QUORUM,  INCLUDING  THE  MANNER  IN  WHICH  THE  CORPORATION
   16  PROVIDED  NOTICE  TO  ITS  MEMBERS  OF PRIOR MEETINGS. THE SUPREME COURT
   17  SHALL, IN AN ORDER ISSUED PURSUANT TO THIS SECTION, PROVIDE FOR A METHOD
   18  OF NOTICE REASONABLY DESIGNED TO GIVE ACTUAL NOTICE TO ALL  PERSONS  WHO
   19  WOULD  BE  ENTITLED  TO NOTICE OF A MEETING HELD PURSUANT TO THE CERTIF-
   20  ICATE OF INCORPORATION OR BY-LAWS OR THE STATUTE,  WHETHER  OR  NOT  THE
   21  METHOD  RESULTS  IN ACTUAL NOTICE TO ALL SUCH PERSONS OR CONFORMS TO THE
   22  NOTICE REQUIREMENTS THAT WOULD OTHERWISE APPLY. IN  A  PROCEEDING  UNDER
   23  THIS  SECTION  THE COURT MAY DETERMINE WHO ARE THE MEMBERS OF THE CORPO-
   24  RATION.
   25  S 609. PROXIES.
   26    (A) EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE  OF  INCORPORATION
   27  OR THE BY-LAWS:
   28    (1)  EVERY  MEMBER  ENTITLED  TO  VOTE  AT  A MEETING OF MEMBERS OR TO
   29  EXPRESS CONSENT OR DISSENT  WITHOUT  A  MEETING  MAY  AUTHORIZE  ANOTHER
   30  PERSON OR PERSONS TO ACT BY PROXY.
   31    (2) NO PROXY SHALL BE VALID AFTER THE EXPIRATION OF ELEVEN MONTHS FROM
   32  THE  DATE  THEREOF  UNLESS  OTHERWISE PROVIDED IN THE PROXY. EVERY PROXY
   33  SHALL BE REVOCABLE AT THE PLEASURE OF THE MEMBER EXECUTING IT, EXCEPT AS
   34  OTHERWISE PROVIDED IN THIS SECTION.
   35    (3) THE AUTHORITY OF THE HOLDER OF A PROXY TO ACT SHALL NOT BE REVOKED
   36  BY THE INCOMPETENCE OR DEATH  OF  THE  MEMBER  WHO  EXECUTED  THE  PROXY
   37  UNLESS,  BEFORE THE AUTHORITY IS EXERCISED, WRITTEN NOTICE OF AN ADJUDI-
   38  CATION OF SUCH INCOMPETENCE OR OF SUCH DEATH IS RECEIVED BY  THE  CORPO-
   39  RATE OFFICER RESPONSIBLE FOR MAINTAINING THE LIST OR RECORD OF MEMBERS.
   40    (4) EXCEPT WHEN OTHER PROVISION SHALL HAVE BEEN MADE BY WRITTEN AGREE-
   41  MENT  BETWEEN  THE  PARTIES,  THE  RECORD HOLDER OF CAPITAL CERTIFICATES
   42  WHICH HE OR SHE HOLDS AS PLEDGEE  OR  OTHERWISE  AS  SECURITY  OR  WHICH
   43  BELONG  TO  ANOTHER, SHALL ISSUE TO THE PLEDGOR OR TO SUCH OWNER OF SUCH
   44  CAPITAL CERTIFICATES, UPON DEMAND  THEREFOR  AND  PAYMENT  OF  NECESSARY
   45  EXPENSES THEREOF, A PROXY TO VOTE OR TAKE OTHER ACTION THEREON.
   46    (5)  A  MEMBER SHALL NOT SELL HIS OR HER VOTE OR ISSUE A PROXY TO VOTE
   47  TO ANY PERSON FOR ANY SUM OF MONEY  OR  ANYTHING  OF  VALUE,  EXCEPT  AS
   48  AUTHORIZED IN THIS SECTION AND SECTION 619 OF THIS ARTICLE.
   49    (6)  A  PROXY  WHICH  IS ENTITLED "IRREVOCABLE PROXY" AND WHICH STATES
   50  THAT IT IS IRREVOCABLE IS IRREVOCABLE WHEN IT IS  HELD  BY  ANY  OF  THE
   51  FOLLOWING OR A NOMINEE OF ANY OF THE FOLLOWING:
   52    (A) A PLEDGEE.
   53    (B)  A  PERSON  WHO  HAS  PURCHASED  OR AGREED TO PURCHASE THE CAPITAL
   54  CERTIFICATES.
   55    (C) A CREDITOR OR CREDITORS OF THE CORPORATION WHO EXTEND OR  CONTINUE
   56  CREDIT  TO  THE  CORPORATION  IN CONSIDERATION OF THE PROXY IF THE PROXY
       A. 5727                            41
    1  STATES THAT IT WAS GIVEN IN CONSIDERATION OF SUCH EXTENSION OR CONTINUA-
    2  TION OF CREDIT, THE AMOUNT THEREOF, AND THE NAME OF THE PERSON EXTENDING
    3  OR CONTINUING CREDIT.
    4    (D)  A  PERSON WHO HAS CONTRACTED TO PERFORM SERVICES AS AN OFFICER OF
    5  THE CORPORATION, IF A PROXY IS REQUIRED BY THE CONTRACT  OF  EMPLOYMENT,
    6  IF  THE PROXY STATES THAT IT WAS GIVEN IN CONSIDERATION OF SUCH CONTRACT
    7  OF EMPLOYMENT, THE NAME OF THE EMPLOYEE AND  THE  PERIOD  OF  EMPLOYMENT
    8  CONTRACTED FOR.
    9    (E)  A PERSON DESIGNATED BY OR UNDER AN AGREEMENT UNDER SECTION 619 OF
   10  THIS ARTICLE.
   11    (7) NOTWITHSTANDING A PROVISION IN A PROXY, STATING THAT IT IS  IRREV-
   12  OCABLE, THE PROXY BECOMES REVOCABLE AFTER THE PLEDGE IS REDEEMED, OR THE
   13  DEBT  OF  THE  CORPORATION IS PAID, OR THE PERIOD OF EMPLOYMENT PROVIDED
   14  FOR IN THE CONTRACT OF EMPLOYMENT HAS TERMINATED, OR THE AGREEMENT UNDER
   15  SECTION 619 OF THIS ARTICLE HAS TERMINATED; AND, IN A CASE PROVIDED  FOR
   16  IN  CLAUSE  (C)  OR  (D)  OF SUBPARAGRAPH (6) OF THIS PARAGRAPH, BECOMES
   17  REVOCABLE THREE YEARS AFTER THE DATE OF THE PROXY  OR  THE  END  OF  THE
   18  PERIOD,  IF ANY, SPECIFIED THEREIN, WHICHEVER PERIOD IS LESS, UNLESS THE
   19  PERIOD OF IRREVOCABILITY IS RENEWED FROM TIME TO TIME BY  THE  EXECUTION
   20  OF  A  NEW IRREVOCABLE PROXY AS PROVIDED IN THIS SECTION. THIS PARAGRAPH
   21  DOES NOT AFFECT THE DURATION OF A PROXY UNDER SUBPARAGRAPH (2)  OF  THIS
   22  PARAGRAPH.
   23    (8)  A  PROXY  MAY  BE  REVOKED, NOTWITHSTANDING A PROVISION MAKING IT
   24  IRREVOCABLE, BY A PURCHASER OF CAPITAL CERTIFICATES WITHOUT KNOWLEDGE OF
   25  THE EXISTENCE OF THE PROVISION UNLESS THE EXISTENCE OF THE PROXY AND ITS
   26  IRREVOCABILITY IS NOTED CONSPICUOUSLY ON THE FACE OR BACK OF THE CAPITAL
   27  CERTIFICATE.
   28    (B) WITHOUT LIMITING THE MANNER IN WHICH A MEMBER MAY AUTHORIZE ANOTH-
   29  ER PERSON OR PERSONS TO ACT AS PROXY PURSUANT TO PARAGRAPH (A)  OF  THIS
   30  SECTION,  THE FOLLOWING SHALL CONSTITUTE A VALID MEANS BY WHICH A MEMBER
   31  MAY GRANT SUCH AUTHORITY:
   32    (1) A MEMBER MAY EXECUTE  A  WRITING  AUTHORIZING  ANOTHER  PERSON  OR
   33  PERSONS  TO ACT AS PROXY. EXECUTION MAY BE ACCOMPLISHED BY THE MEMBER OR
   34  THE MEMBER'S AUTHORIZED OFFICER, DIRECTOR,  EMPLOYEE  OR  AGENT  SIGNING
   35  SUCH WRITING OR CAUSING HIS OR HER SIGNATURE TO BE AFFIXED TO SUCH WRIT-
   36  ING  BY ANY REASONABLE MEANS INCLUDING, BUT NOT LIMITED TO, BY FACSIMILE
   37  SIGNATURE.
   38    (2) A MEMBER MAY AUTHORIZE ANOTHER PERSON OR PERSONS TO  ACT  FOR  THE
   39  MEMBER  AS  PROXY  BY  TRANSMITTING OR AUTHORIZING THE TRANSMISSION OF A
   40  TELEGRAM, CABLEGRAM OR OTHER MEANS OF  ELECTRONIC  TRANSMISSION  TO  THE
   41  PERSON  WHO  WILL  BE THE HOLDER OF THE PROXY OR TO A PROXY SOLICITATION
   42  FIRM, PROXY SUPPORT SERVICE ORGANIZATION OR LIKE AGENT  DULY  AUTHORIZED
   43  BY THE PERSON WHO WILL BE THE HOLDER OF THE PROXY TO RECEIVE SUCH TRANS-
   44  MISSION,  PROVIDED  THAT  ANY SUCH TELEGRAM, CABLEGRAM OR OTHER MEANS OF
   45  ELECTRONIC TRANSMISSION SHALL EITHER SET  FORTH  OR  BE  SUBMITTED  WITH
   46  INFORMATION  FROM  WHICH  IT CAN BE REASONABLY DETERMINED THAT THE TELE-
   47  GRAM, CABLEGRAM OR OTHER ELECTRONIC TRANSMISSION WAS AUTHORIZED  BY  THE
   48  MEMBER.  IF  IT  IS  DETERMINED THAT SUCH TELEGRAMS, CABLEGRAMS OR OTHER
   49  ELECTRONIC TRANSMISSIONS ARE VALID, THE INSPECTORS OR, IF THERE  ARE  NO
   50  INSPECTORS,  SUCH  OTHER PERSONS MAKING THAT DETERMINATION SHALL SPECIFY
   51  THE NATURE OF THE INFORMATION UPON WHICH THEY RELIED.
   52    (C) ANY COPY, FACSIMILE TELECOMMUNICATION OR  OTHER  RELIABLE  REPROD-
   53  UCTION  OF THE WRITING OR TRANSMISSION CREATED PURSUANT TO PARAGRAPH (B)
   54  OF THIS SECTION MAY BE SUBSTITUTED OR USED IN LIEU OF THE ORIGINAL WRIT-
   55  ING OR TRANSMISSION FOR ANY AND ALL  PURPOSES  FOR  WHICH  THE  ORIGINAL
   56  WRITING  OR TRANSMISSION COULD BE USED, PROVIDED THAT SUCH COPY, FACSIM-
       A. 5727                            42
    1  ILE TELECOMMUNICATION OR OTHER REPRODUCTION SHALL BE A COMPLETE  REPROD-
    2  UCTION OF THE ENTIRE ORIGINAL WRITING OR TRANSMISSION.
    3  S 610. SELECTION OF INSPECTORS AT MEETING OF MEMBERS; DUTIES.
    4    (A)  IF THE BY-LAWS REQUIRE INSPECTORS AT ANY MEETING OF MEMBERS, SUCH
    5  REQUIREMENT IS WAIVED UNLESS COMPLIANCE  THEREWITH  IS  REQUESTED  BY  A
    6  MEMBER  PRESENT IN PERSON OR BY PROXY AND ENTITLED TO VOTE AT SUCH MEET-
    7  ING. UNLESS OTHERWISE PROVIDED IN THE BY-LAWS, THE BOARD, IN ADVANCE  OF
    8  ANY MEETING OF MEMBERS, MAY APPOINT ONE OR MORE INSPECTORS TO ACT AT THE
    9  MEETING  OR ANY ADJOURNMENT THEREOF. IF INSPECTORS ARE NOT SO APPOINTED,
   10  THE PERSON PRESIDING AT A MEETING OF MEMBERS MAY, AND ON THE REQUEST  OF
   11  ANY  MEMBER  ENTITLED TO VOTE THEREAT SHALL, APPOINT ONE OR MORE INSPEC-
   12  TORS. IN CASE ANY PERSON APPOINTED FAILS TO APPEAR OR ACT,  THE  VACANCY
   13  MAY BE FILLED BY APPOINTMENT MADE BY THE BOARD IN ADVANCE OF THE MEETING
   14  OR  AT  THE  MEETING  BY  THE  PERSON PRESIDING THEREAT. EACH INSPECTOR,
   15  BEFORE ENTERING UPON THE DISCHARGE OF THE  DUTIES  OF  INSPECTOR,  SHALL
   16  TAKE  AND  SIGN AN OATH FAITHFULLY TO EXECUTE THE DUTIES OF INSPECTOR AT
   17  SUCH MEETING WITH STRICT IMPARTIALITY AND ACCORDING TO THE BEST OF  SUCH
   18  INSPECTOR'S  ABILITY.  THE  TERM  "INSPECTOR"  AS USED HEREIN INCLUDES A
   19  PERSON PERFORMING THE FUNCTION OF AN INSPECTOR, WHETHER OR NOT SO DENOM-
   20  INATED BY THE CORPORATION.
   21    (B) THE INSPECTORS SHALL DETERMINE THE NUMBER  OF  MEMBERSHIP  CERTIF-
   22  ICATES  OR  CARDS  AND  CAPITAL  CERTIFICATES OUTSTANDING AND THE VOTING
   23  POWER OF EACH, THE CERTIFICATES AND CARDS REPRESENTED  AT  THE  MEETING,
   24  THE EXISTENCE OF A QUORUM, THE VALIDITY AND EFFECT OF PROXIES, AND SHALL
   25  RECEIVE  VOTES,  BALLOTS OR CONSENTS, HEAR AND DETERMINE ALL CHALLENGES,
   26  AND QUESTIONS ARISING IN CONNECTION WITH THE RIGHT TO  VOTE,  COUNT  AND
   27  TABULATE  ALL  VOTES,  BALLOTS OR CONSENTS, DETERMINE THE RESULT, AND DO
   28  SUCH ACTS AS ARE PROPER TO CONDUCT THE ELECTION OR VOTE WITH FAIRNESS TO
   29  ALL MEMBERS. ON REQUEST OF THE PERSON PRESIDING AT THE  MEETING  OR  ANY
   30  MEMBERS  ENTITLED TO VOTE THEREAT, THE INSPECTORS SHALL MAKE A REPORT IN
   31  WRITING OF ANY CHALLENGE, QUESTION OR  MATTER  DETERMINED  BY  THEM  AND
   32  EXECUTE  A  CERTIFICATE OF ANY FACT FOUND BY THEM. ANY REPORT OR CERTIF-
   33  ICATE MADE BY THEM SHALL BE PRIMA FACIE EVIDENCE OF THE FACTS STATED AND
   34  OF THE VOTE AS CERTIFIED BY THEM.
   35    (C) IN DETERMINING THE VALIDITY AND COUNTING OF PROXIES,  BALLOTS  AND
   36  CONSENTS,  THE INSPECTORS, IF ANY, SHALL BE LIMITED TO AN EXAMINATION OF
   37  THE PROXIES, ANY ENVELOPES SUBMITTED WITH THOSE  PROXIES  AND  CONSENTS,
   38  ANY  INFORMATION PROVIDED IN ACCORDANCE WITH SECTION 609 OF THIS ARTICLE
   39  (PROXIES), BALLOTS AND THE REGULAR BOOKS AND RECORDS OF THE CORPORATION,
   40  EXCEPT THAT THE INSPECTORS MAY CONSIDER OTHER RELIABLE  INFORMATION  FOR
   41  THE LIMITED PURPOSE OF RECONCILING PROXIES, BALLOTS AND CONSENTS. IF THE
   42  INSPECTORS  CONSIDER  OTHER RELIABLE INFORMATION FOR THE LIMITED PURPOSE
   43  PERMITTED HEREIN, THE INSPECTORS AT THE TIME  THEY  MAKE  THEIR  CERTIF-
   44  ICATION  PURSUANT  TO  PARAGRAPH  (A)  OF THIS SECTION SHALL SPECIFY THE
   45  PRECISE INFORMATION CONSIDERED BY THEM INCLUDING THE PERSON  OR  PERSONS
   46  FROM  WHOM  THEY  OBTAINED  THE  INFORMATION,  WHEN  THE INFORMATION WAS
   47  OBTAINED, THE MEANS BY WHICH THE INFORMATION WAS OBTAINED AND THE  BASIS
   48  FOR THE INSPECTORS' BELIEF THAT SUCH INFORMATION IS RELIABLE.
   49    (D)  THE DATE AND TIME (WHICH NEED NOT BE A PARTICULAR TIME OF DAY) OF
   50  THE OPENING AND THE CLOSING OF THE POLLS FOR EACH MATTER UPON WHICH  THE
   51  MEMBERS  WILL VOTE AT A MEETING SHALL BE ANNOUNCED BY THE PERSON PRESID-
   52  ING AT THE MEETING AT THE BEGINNING OF THE MEETING AND, IF NO  DATE  AND
   53  TIME  IS  SO ANNOUNCED, THE POLLS SHALL CLOSE AT THE END OF THE MEETING,
   54  INCLUDING ANY ADJOURNMENT THEREOF. NO BALLOT, PROXY OR CONSENT, NOR  ANY
   55  REVOCATION  THEREOF OR CHANGES THERETO, SHALL BE ACCEPTED BY THE INSPEC-
   56  TORS AFTER THE CLOSING OF POLLS IN ACCORDANCE WITH SECTION 605  OF  THIS
       A. 5727                            43
    1  ARTICLE UNLESS THE SUPREME COURT AT A SPECIAL TERM HELD WITHIN THE JUDI-
    2  CIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED UPON APPLI-
    3  CATION BY A MEMBER SHALL DETERMINE OTHERWISE.
    4  S 611. QUALIFICATION  OF  VOTERS; FIXING RECORD DATE TO DETERMINE ELIGI-
    5           BILITY TO VOTE; VOTING ENTITLEMENT.
    6    (A) THE BY-LAWS MAY PROVIDE OR, IN THE ABSENCE OF SUCH PROVISION,  THE
    7  BOARD  MAY FIX, IN ADVANCE, A DATE AS THE RECORD DATE FOR THE PURPOSE OF
    8  DETERMINING THE MEMBERS ENTITLED TO NOTICE OF ANY MEETING OF MEMBERS  OR
    9  ANY  ADJOURNMENT  THEREOF. SUCH RECORD DATE SHALL NOT BE MORE THAN FIFTY
   10  NOR LESS THAN TEN DAYS BEFORE THE DATE OF THE MEETING.
   11    (B) ANY MEMBER IN GOOD STANDING, OTHERWISE ELIGIBLE TO VOTE, IS  ENTI-
   12  TLED  TO VOTE AT ANY MEETING OF MEMBERS, EXCEPT THAT, IF THE CERTIFICATE
   13  OF INCORPORATION OR THE BY-LAWS SO PROVIDE, THE BY-LAWS MAY PROVIDE  OR,
   14  IN THE ABSENCE OF SUCH PROVISION, THE BOARD MAY FIX A DATE AS THE RECORD
   15  DATE  FOR THE PURPOSE OF DETERMINING THE MEMBERS ENTITLED TO VOTE AT ANY
   16  MEETING OF MEMBERS OR ANY ADJOURNMENT THEREOF, OR TO EXPRESS CONSENT  TO
   17  OR  DISSENT  FROM  ANY PROPOSAL WITHOUT A MEETING, OR FOR THE PURPOSE OF
   18  DETERMINING MEMBERS ENTITLED TO RECEIVE ANY DISTRIBUTION OR  THE  ALLOT-
   19  MENT  OF  ANY  RIGHTS,  OR  FOR  THE  PURPOSE OF ANY OTHER ACTION BY THE
   20  MEMBERS. SUCH RECORD DATE SHALL NOT BE MORE THAN FIFTY NOR LESS THAN TEN
   21  DAYS BEFORE THE DATE OF THE MEETING.
   22    (C) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS PROVIDE  FOR  A
   23  RECORD  DATE,  AS  AUTHORIZED  BY  PARAGRAPH (B) OF THIS SECTION, AND NO
   24  RECORD DATE IS FIXED:
   25    (1) THE RECORD DATE FOR  THE  DETERMINATION  OF  MEMBERS  ENTITLED  TO
   26  NOTICE  OF  OR  TO VOTE AT A MEETING OF MEMBERS SHALL BE AT THE CLOSE OF
   27  BUSINESS ON THE DAY NEXT PRECEDING THE DAY ON WHICH NOTICE IS GIVEN, OR,
   28  IF NO NOTICE IS GIVEN, THE DAY ON WHICH THE MEETING IS HELD.
   29    (2) THE RECORD DATE FOR DETERMINING MEMBERS FOR ANY PURPOSE OTHER THAN
   30  THAT SPECIFIED IN SUBPARAGRAPH (1) OF THIS PARAGRAPH  SHALL  BE  AT  THE
   31  CLOSE OF BUSINESS ON THE DAY ON WHICH THE RESOLUTION OF THE BOARD RELAT-
   32  ING THERETO IS ADOPTED.
   33    (D) WHEN A DETERMINATION OF MEMBERS OF RECORD ENTITLED TO NOTICE OF OR
   34  TO  VOTE  AT  ANY  MEETING  OF MEMBERS HAS BEEN MADE AS PROVIDED IN THIS
   35  SECTION, SUCH DETERMINATION SHALL  APPLY  TO  ANY  ADJOURNMENT  THEREOF,
   36  UNLESS  THE  BOARD  FIXES  A  NEW RECORD DATE UNDER THIS SECTION FOR THE
   37  ADJOURNED MEETING.
   38    (E) IN ANY CASE IN WHICH A MEMBER IS  ENTITLED  TO  VOTE,  THE  MEMBER
   39  SHALL  HAVE  NO  MORE THAN, NOR LESS THAN, ONE VOTE; EXCEPT AS OTHERWISE
   40  PROVIDED IN THE CERTIFICATE OF INCORPORATION OF A  CORPORATION  THAT  IS
   41  NOT  ORGANIZED  FOR  CHARITABLE  PURPOSES;  PROVIDED, HOWEVER, THAT IF A
   42  CORPORATION HAS AN ORGANIZATION AS A MEMBER, THE CERTIFICATE OF INCORPO-
   43  RATION MAY PROVIDE THAT SUCH ORGANIZATION SHALL  BE  ENTITLED  TO  VOTES
   44  SUBSTANTIALLY  PROPORTIONATE  TO  ITS  MEMBERSHIP. ANY REFERENCE IN THIS
   45  CHAPTER TO CORPORATE ACTION BY A MAJORITY OR OTHER PERCENTAGE OF MEMBERS
   46  SHALL BE CONSTRUED TO MEAN THAT PERCENTAGE OF VOTES WITH  RESPECT  TO  A
   47  CORPORATION  THE  CERTIFICATE  OF  INCORPORATION  OR  BY-LAWS  OF  WHICH
   48  PROVIDES FOR MORE OR LESS THAN ONE VOTE PER MEMBER.
   49  S 612. LIMITATIONS ON RIGHT TO VOTE.
   50    THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS  MAY  PROVIDE,  EITHER
   51  ABSOLUTELY  OR  CONTINGENTLY, THAT THE MEMBERS OF ANY CLASS SHALL NOT BE
   52  ENTITLED TO VOTE, OR IT MAY LIMIT OR DEFINE  THE  MATTERS  ON,  AND  THE
   53  CIRCUMSTANCES IN, WHICH A MEMBER OR A CLASS OF MEMBERS SHALL BE ENTITLED
   54  TO  VOTE,  AND,  EXCEPT  AS  OTHERWISE  PROVIDED  IN  THIS CHAPTER, SUCH
   55  PROVISIONS OF THE CERTIFICATE OF  INCORPORATION  OR  THE  BY-LAWS  SHALL
   56  PREVAIL,  ACCORDING  TO  THEIR  TENOR,  IN  ALL  ELECTIONS  AND  IN  ALL
       A. 5727                            44
    1  PROCEEDINGS, OVER THE PROVISIONS OF THIS  CHAPTER  WHICH  AUTHORIZE  ANY
    2  ACTION  BY  THE MEMBERS, BUT NO SUCH DENIAL, LIMITATION OR DEFINITION OF
    3  VOTING RIGHTS SHALL BE EFFECTIVE UNLESS AT THE TIME ONE OR MORE  CLASSES
    4  OF  MEMBERS,  SINGLY  OR  IN  THE AGGREGATE, ARE ENTITLED TO FULL VOTING
    5  RIGHTS.
    6  S 613. VOTE OF MEMBERS.
    7    (A) EXCEPT AS OTHERWISE REQUIRED BY THIS CHAPTER OR BY THE CERTIFICATE
    8  OF INCORPORATION OR THE BY-LAWS AS PERMITTED BY THIS CHAPTER,  DIRECTORS
    9  SHALL  BE  ELECTED  BY  A  PLURALITY  OF  THE VOTES CAST AT A MEETING OF
   10  MEMBERS BY THE MEMBERS ENTITLED TO VOTE IN THE ELECTION.
   11    (B) WHENEVER ANY CORPORATE ACTION, OTHER THAN THE ELECTION  OF  DIREC-
   12  TORS,  IS  TO  BE  TAKEN  UNDER  THIS CHAPTER BY VOTE OF THE MEMBERS, IT
   13  SHALL, EXCEPT AS OTHERWISE REQUIRED BY THIS CHAPTER OR  BY  THE  CERTIF-
   14  ICATE OF INCORPORATION OR AS PERMITTED BY THIS CHAPTER OR BY THE SPECIF-
   15  IC  PROVISIONS  OF  A  BY-LAW ADOPTED BY THE MEMBERS, BE AUTHORIZED BY A
   16  MAJORITY OF THE VOTES CAST AT A MEETING OF MEMBERS BY THE MEMBERS  ENTI-
   17  TLED TO VOTE THEREON.
   18    (C) EXCEPT AS PROVIDED IN PARAGRAPH (B) OF THIS SECTION, ANY REFERENCE
   19  IN THIS CHAPTER TO CORPORATE ACTION AT A MEETING OF MEMBERS BY "MAJORITY
   20  VOTE"  OR "TWO-THIRDS VOTE" SHALL REQUIRE THE ACTION TO BE TAKEN BY SUCH
   21  PROPORTION OF THE VOTES CAST AT SUCH MEETING, PROVIDED THAT THE AFFIRMA-
   22  TIVE VOTES CAST IN FAVOR OF ANY SUCH ACTION SHALL BE AT LEAST  EQUAL  TO
   23  THE  QUORUM.  BLANK  VOTES  OR  ABSTENTIONS  SHALL NOT BE COUNTED IN THE
   24  NUMBER OF VOTES CAST.
   25  S 614. ACTION BY MEMBERS WITHOUT A MEETING.
   26    (A) WHENEVER, UNDER THIS CHAPTER, MEMBERS ARE REQUIRED OR PERMITTED TO
   27  TAKE ANY ACTION BY VOTE, SUCH ACTION MAY BE TAKEN WITHOUT A  MEETING  ON
   28  WRITTEN CONSENT, SETTING FORTH THE ACTION SO TAKEN, SIGNED BY ALL OF THE
   29  MEMBERS  ENTITLED  TO  VOTE  THEREON; OR, IF THE CERTIFICATE OF INCORPO-
   30  RATION SO PERMITS, SIGNED BY THOSE MEMBERS  HAVING  NOT  LESS  THAN  THE
   31  MINIMUM  NUMBER  OF  VOTES  THAT WOULD BE NECESSARY TO AUTHORIZE OR TAKE
   32  SUCH ACTION AT A MEETING AT WHICH ALL MEMBERS ENTITLED TO  VOTE  THEREON
   33  WERE  PRESENT AND VOTED.  THIS PARAGRAPH SHALL NOT BE CONSTRUED TO ALTER
   34  OR MODIFY ANY PROVISION IN A CERTIFICATE OF INCORPORATION NOT INCONSIST-
   35  ENT WITH THIS CHAPTER UNDER WHICH THE WRITTEN CONSENT OF LESS  THAN  ALL
   36  OF THE MEMBERS IS SUFFICIENT FOR CORPORATE ACTION.
   37    (B)  PROMPT  NOTICE  OF ANY CORPORATE ACTION WITHOUT A MEETING BY LESS
   38  THAN UNANIMOUS WRITTEN CONSENT SHALL BE GIVEN TO THOSE MEMBERS WHO  HAVE
   39  NOT CONSENTED IN WRITING.
   40    (C) WRITTEN CONSENT THUS GIVEN BY MEMBERS PROVIDED IN PARAGRAPH (A) OF
   41  THIS  SECTION  SHALL  HAVE  THE SAME EFFECT AS A VOTE OF MEMBERS AND ANY
   42  CERTIFICATE WITH RESPECT TO THE AUTHORIZATION  OR  TAKING  OF  ANY  SUCH
   43  ACTION  WHICH  IS DELIVERED TO THE DEPARTMENT OF STATE SHALL RECITE THAT
   44  THE AUTHORIZATION WAS BY WRITTEN CONSENT.
   45    (D) WHEN THERE ARE NO MEMBERS, SUCH ACTION MAY BE TAKEN ON THE WRITTEN
   46  CONSENT SIGNED BY A MAJORITY IN INTEREST OF THE SUBSCRIBERS FOR  CAPITAL
   47  CERTIFICATES  WHOSE SUBSCRIPTIONS HAVE BEEN ACCEPTED OR THEIR SUCCESSORS
   48  IN INTEREST OR, IF NO SUBSCRIPTION HAS BEEN  ACCEPTED,  ON  THE  WRITTEN
   49  CONSENT  SIGNED  BY  THE DIRECTORS OR MAJORITY OF DIRECTORS OR, IF THERE
   50  ARE NO DIRECTORS, BY THE INCORPORATOR OR A MAJORITY  OF  THE  INCORPORA-
   51  TORS.  WHEN  THERE  ARE TWO OR MORE INCORPORATORS, IF ANY DIES OR IS FOR
   52  ANY REASON UNABLE TO ACT, THE OTHER OR OTHERS MAY ACT. IF  THERE  IS  NO
   53  INCORPORATOR ABLE TO ACT, ANY PERSON FOR WHOM AN INCORPORATOR WAS ACTING
   54  AS  AGENT MAY ACT IN HIS OR HER STEAD, OR IF SUCH OTHER PERSON ALSO DIES
   55  OR IS FOR ANY REASON UNABLE TO ACT, HIS OR HER LEGAL REPRESENTATIVE  MAY
   56  ACT.
       A. 5727                            45
    1  S 615. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF MEMBERS.
    2    (A)  THE  CERTIFICATE  OF  INCORPORATION  OR  A  BY-LAW ADOPTED BY THE
    3  MEMBERS MAY CONTAIN PROVISIONS SPECIFYING EITHER OR BOTH OF THE  FOLLOW-
    4  ING:
    5    (1)  THAT THE PROPORTION OF VOTES OF MEMBERS, OR THE PROPORTION OF THE
    6  VOTES OF A CLASS THEREOF, WHO SHALL BE PRESENT IN PERSON OR BY PROXY  AT
    7  ANY  MEETING  OF  MEMBERS,  INCLUDING  A SPECIAL MEETING FOR ELECTION OF
    8  DIRECTORS UNDER SECTION 604 OF THIS ARTICLE, IN ORDER  TO  CONSTITUTE  A
    9  QUORUM  FOR  THE TRANSACTION OF ANY BUSINESS OR OF ANY SPECIFIED ITEM OF
   10  BUSINESS, INCLUDING AMENDMENTS  TO  THE  CERTIFICATE  OF  INCORPORATION,
   11  SHALL  BE  GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER IN THE
   12  ABSENCE OF SUCH PROVISION.
   13    (2) THAT THE PROPORTION OF VOTES OF THE MEMBERS, OR THE PROPORTION  OF
   14  THE  VOTES OF A CLASS THEREOF, THAT SHALL BE NECESSARY AT ANY MEETING OF
   15  MEMBERS FOR THE TRANSACTION OF ANY BUSINESS OR OF ANY SPECIFIED ITEM  OF
   16  BUSINESS,  INCLUDING  AMENDMENTS  TO  THE  CERTIFICATE OF INCORPORATION,
   17  SHALL BE GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER  IN  THE
   18  ABSENCE OF SUCH PROVISION.
   19    (B)  AN  AMENDMENT  OF  THE  CERTIFICATE  OF INCORPORATION OR A BY-LAW
   20  ADOPTED BY THE MEMBERS WHICH ADDS A PROVISION PERMITTED BY THIS  SECTION
   21  OR WHICH CHANGES OR STRIKES OUT SUCH A PROVISION, SHALL BE AUTHORIZED AT
   22  A  MEETING OF MEMBERS BY VOTE OF THE MEMBERS ENTITLED TO CAST TWO-THIRDS
   23  OF THE TOTAL NUMBER OF VOTES ENTITLED TO BE CAST  THEREON,  OR  OF  SUCH
   24  GREATER  PROPORTION OF SUCH TOTAL NUMBER OF VOTES OR THE TOTAL NUMBER OF
   25  VOTES OF A CLASS, AS MAY BE PROVIDED SPECIFICALLY IN THE CERTIFICATE  OF
   26  INCORPORATION OR A BY-LAW ADOPTED BY THE MEMBERS FOR ADDING, CHANGING OR
   27  STRIKING OUT A PROVISION PERMITTED BY THIS SECTION.
   28    (C)  IF  THE  CERTIFICATE  OF INCORPORATION OR A BY-LAW ADOPTED BY THE
   29  MEMBERS CONTAINS A PROVISION AUTHORIZED BY THIS SECTION,  THE  EXISTENCE
   30  OF  SUCH  PROVISION  SHALL BE NOTED CONSPICUOUSLY ON THE FACE OR BACK OF
   31  EVERY MEMBERSHIP CERTIFICATE OR CARD OR  CAPITAL  CERTIFICATE,  IF  ANY,
   32  ISSUED BY SUCH CORPORATION.
   33  S 616. VOTING BY CLASS OF MEMBERS.
   34    (A)  THE  CERTIFICATE  OF  INCORPORATION  OR  THE  BY-LAWS MAY CONTAIN
   35  PROVISIONS SPECIFYING THAT ANY CLASS OR CLASSES OF MEMBERS SHALL VOTE AS
   36  A CLASS IN CONNECTION WITH THE TRANSACTION OF ANY  BUSINESS  OR  OF  ANY
   37  SPECIFIED ITEM OF BUSINESS AT A MEETING OF MEMBERS, INCLUDING AMENDMENTS
   38  TO THE CERTIFICATE OF INCORPORATION.
   39    (B) WHERE VOTING AS A CLASS IS PROVIDED IN THE CERTIFICATE OF INCORPO-
   40  RATION OR THE BY-LAWS, IT SHALL BE BY THE PROPORTIONATE VOTE SO PROVIDED
   41  OR,  IF NO PROPORTIONATE VOTE IS PROVIDED, IN THE ELECTION OF DIRECTORS,
   42  BY A PLURALITY OF THE VOTES CAST AT SUCH MEETING BY THE MEMBERS OF  SUCH
   43  CLASS  ENTITLED  TO  VOTE  IN  THE  ELECTION, OR FOR ANY OTHER CORPORATE
   44  ACTION, BY A MAJORITY OF THE VOTES CAST AT SUCH MEETING BY  THE  MEMBERS
   45  OF SUCH CLASS ENTITLED TO VOTE THEREON.
   46    (C)  SUCH  VOTING  BY  CLASS  SHALL  BE IN ADDITION TO ANY OTHER VOTE,
   47  INCLUDING VOTE BY CLASS, REQUIRED BY THIS CHAPTER OR BY THE  CERTIFICATE
   48  OF INCORPORATION OR THE BY-LAWS AS PERMITTED BY THIS CHAPTER.
   49  S 617. CUMULATIVE VOTING.
   50    THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS OF ANY CORPORATION MAY
   51  PROVIDE  THAT  IN  ALL  ELECTIONS  OF DIRECTORS OF SUCH CORPORATION EACH
   52  MEMBER SHALL BE ENTITLED TO AS MANY VOTES AS SHALL EQUAL THE  NUMBER  OF
   53  VOTES  WHICH,  EXCEPT  FOR SUCH PROVISIONS AS TO CUMULATIVE VOTING, SUCH
   54  MEMBER WOULD BE ENTITLED TO CAST FOR THE ELECTION  OF  DIRECTORS  MULTI-
   55  PLIED BY THE NUMBER OF DIRECTORS TO BE ELECTED, AND THAT SUCH MEMBER MAY
   56  CAST  ALL  OF  SUCH  VOTES  FOR A SINGLE DIRECTOR OR MAY DISTRIBUTE THEM
       A. 5727                            46
    1  AMONG THE NUMBER TO BE VOTED FOR, OR FOR ANY TWO OR  MORE  OF  THEM,  AS
    2  SUCH  MEMBER  MAY  SEE FIT, WHICH RIGHT, WHEN EXERCISED, SHALL BE TERMED
    3  CUMULATIVE VOTING.
    4  S 618. POWER OF SUPREME COURT RESPECTING ELECTIONS.
    5    UPON  THE  PETITION  OF  ANY  MEMBER AGGRIEVED BY AN ELECTION AND UPON
    6  NOTICE TO THE PERSONS DECLARED ELECTED THEREAT, THE CORPORATION AND SUCH
    7  OTHER PERSONS AS THE COURT MAY DIRECT, THE SUPREME COURT  AT  A  SPECIAL
    8  TERM  HELD  WITHIN  THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPO-
    9  RATION IS LOCATED SHALL FORTHWITH HEAR THE PROOFS AND ALLEGATIONS OF THE
   10  PARTIES, AND CONFIRM THE ELECTION, ORDER A NEW ELECTION,  OR  TAKE  SUCH
   11  OTHER ACTION AS JUSTICE MAY REQUIRE.
   12  S 619. AGREEMENTS BY MEMBERS AS TO VOTING.
   13    AN  AGREEMENT BETWEEN TWO OR MORE MEMBERS, IF IN WRITING AND SIGNED BY
   14  THE PARTIES THERETO, MAY PROVIDE THAT IN EXERCISING THEIR VOTING  RIGHTS
   15  AS MEMBERS THEY SHALL VOTE AS THEREIN PROVIDED, OR AS THEY MAY AGREE, OR
   16  AS DETERMINED IN ACCORDANCE WITH A PROCEDURE AGREED UPON BY THEM.
   17  S 620. PREEMPTIVE RIGHTS.
   18    THERE  SHALL BE NO PREEMPTIVE RIGHTS IN RELATION TO MEMBERSHIP CERTIF-
   19  ICATES OR CARDS, CAPITAL CERTIFICATES, OR BONDS. IN THE  CASE  OF  BONDS
   20  HAVING LAWFUL VOTING RIGHTS, THIS SECTION SHALL NOT INVALIDATE OTHERWISE
   21  VALID CONTRACT PROVISIONS DESIGNED TO PROTECT SUCH VOTING RIGHTS.
   22  S 621. BOOKS AND RECORDS; RIGHT OF INSPECTION; PRIMA FACIE EVIDENCE.
   23    (A) EXCEPT AS OTHERWISE PROVIDED HEREIN, EVERY CORPORATION SHALL KEEP,
   24  AT THE OFFICE OF THE CORPORATION, CORRECT AND COMPLETE BOOKS AND RECORDS
   25  OF  ACCOUNT  AND  MINUTES  OF  THE PROCEEDINGS OF ITS MEMBERS, BOARD AND
   26  EXECUTIVE COMMITTEE, IF ANY, AND SHALL KEEP AT SUCH  OFFICE  OR  AT  THE
   27  OFFICE  OF  ITS  TRANSFER  AGENT  OR  REGISTRAR IN THIS STATE, A LIST OR
   28  RECORD CONTAINING THE NAMES AND ADDRESSES OF ALL MEMBERS, THE  CLASS  OR
   29  CLASSES  OF MEMBERSHIP OR CAPITAL CERTIFICATES AND THE NUMBER OF CAPITAL
   30  CERTIFICATES HELD BY EACH AND THE DATES WHEN  THEY  RESPECTIVELY  BECAME
   31  THE  HOLDERS  OF  RECORD  THEREOF.  A CORPORATION MAY KEEP ITS BOOKS AND
   32  RECORDS OF ACCOUNT IN AN OFFICE OF THE CORPORATION WITHOUT THE STATE, AS
   33  SPECIFIED IN ITS CERTIFICATE OF  INCORPORATION.  ANY  OF  THE  FOREGOING
   34  BOOKS,  MINUTES  AND RECORDS MAY BE IN WRITTEN FORM OR IN ANY OTHER FORM
   35  CAPABLE OF BEING CONVERTED INTO WRITTEN FORM WITHIN A REASONABLE TIME.
   36    (B) ANY MEMBER, UPON AT LEAST FIVE DAYS WRITTEN DEMAND SHALL HAVE  THE
   37  RIGHT  TO  EXAMINE IN PERSON OR BY AGENT OR ATTORNEY, DURING USUAL BUSI-
   38  NESS HOURS, ITS MINUTES OF THE PROCEEDINGS OF ITS MEMBERS  AND  LIST  OR
   39  RECORD  OF  MEMBERS  AND  TO  MAKE  EXTRACTS  THEREFROM.  A  CORPORATION
   40  REQUESTED TO PROVIDE INFORMATION PURSUANT TO THIS PARAGRAPH  SHALL  MAKE
   41  AVAILABLE  SUCH  INFORMATION  IN WRITTEN FORM AND IN ANY OTHER FORMAT IN
   42  WHICH SUCH INFORMATION IS MAINTAINED BY THE CORPORATION AND SHALL NOT BE
   43  REQUIRED TO PROVIDE SUCH INFORMATION IN ANY OTHER FORMAT.
   44    (C) AN INSPECTION AUTHORIZED BY PARAGRAPH (B) OF THIS SECTION  MAY  BE
   45  DENIED  TO  SUCH MEMBER UPON HIS OR HER REFUSAL TO FURNISH TO THE CORPO-
   46  RATION,  ITS  TRANSFER  AGENT  OR  REGISTRAR  AN  AFFIDAVIT  THAT   SUCH
   47  INSPECTION IS NOT DESIRED AND WILL NOT BE USED FOR A PURPOSE WHICH IS IN
   48  THE  INTEREST  OF  A  BUSINESS  OR OBJECT OTHER THAN THE BUSINESS OF THE
   49  CORPORATION AND THAT SUCH MEMBER HAS NOT WITHIN FIVE YEARS  GIVEN,  SOLD
   50  OR  OFFERED  FOR  SALE  ANY LIST OR RECORD OF MEMBERS OF ANY DOMESTIC OR
   51  FOREIGN CORPORATION OR AIDED OR ABETTED, OR ATTEMPTED OR OFFERED TO  AID
   52  OR  ABET, ANY PERSON IN PROCURING ANY SUCH LIST OR RECORD OF MEMBERS FOR
   53  ANY SUCH PURPOSE.
   54    (D) UPON REFUSAL BY THE CORPORATION OR BY AN OFFICER OR AGENT  OF  THE
   55  CORPORATION TO PERMIT AN INSPECTION OF THE MINUTES OF THE PROCEEDINGS OF
   56  ITS MEMBERS OR OF THE LIST OR RECORD OF MEMBERS, AS HEREIN PROVIDED, THE
       A. 5727                            47
    1  PERSON  MAKING  THE DEMAND FOR INSPECTION MAY APPLY TO THE SUPREME COURT
    2  IN THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED,
    3  UPON SUCH NOTICE AS THE COURT MAY DIRECT, FOR  AN  ORDER  DIRECTING  THE
    4  CORPORATION,  ITS OFFICER OR AGENT TO SHOW CAUSE WHY AN ORDER SHOULD NOT
    5  BE GRANTED PERMITTING SUCH INSPECTION BY THE APPLICANT. UPON THE  RETURN
    6  DAY OF THE ORDER TO SHOW CAUSE, THE COURT SHALL HEAR THE PARTIES SUMMAR-
    7  ILY,  BY AFFIDAVIT OR OTHERWISE, AND IF IT APPEARS THAT THE APPLICANT IS
    8  QUALIFIED AND ENTITLED TO SUCH INSPECTION,  THE  COURT  SHALL  GRANT  AN
    9  ORDER  COMPELLING SUCH INSPECTION AND AWARDING SUCH FURTHER RELIEF AS TO
   10  THE COURT MAY SEEM JUST AND PROPER.
   11    (E) UPON THE WRITTEN REQUEST OF ANY MEMBER OR OF ANY  PERSON  HOLDING,
   12  OR  THEREUNTO  AUTHORIZED  IN  WRITING  BY THE HOLDERS OF, AT LEAST FIVE
   13  PERCENT OF ANY CLASS OF THE OUTSTANDING CAPITAL CERTIFICATES, THE CORPO-
   14  RATION SHALL GIVE OR MAIL TO SUCH MEMBER AN  ANNUAL  BALANCE  SHEET  AND
   15  PROFIT  AND LOSS STATEMENT OR A FINANCIAL STATEMENT PERFORMING A SIMILAR
   16  FUNCTION FOR THE PRECEDING FISCAL YEAR,  AND,  IF  ANY  INTERIM  BALANCE
   17  SHEET  OR  PROFIT  AND  LOSS  OR  SIMILAR  FINANCIAL  STATEMENT HAS BEEN
   18  DISTRIBUTED TO ITS MEMBERS OR OTHERWISE MADE AVAILABLE  TO  THE  PUBLIC,
   19  THE MOST RECENT SUCH INTERIM BALANCE SHEET OR PROFIT AND LOSS OR SIMILAR
   20  FINANCIAL  STATEMENT. THE CORPORATION SHALL BE ALLOWED A REASONABLE TIME
   21  TO PREPARE SUCH ANNUAL BALANCE SHEET AND  PROFIT  AND  LOSS  OR  SIMILAR
   22  FINANCIAL STATEMENT.
   23    (F)  NOTHING  HEREIN  CONTAINED  SHALL  IMPAIR  THE POWER OF COURTS TO
   24  COMPEL THE PRODUCTION FOR EXAMINATION OF THE  BOOKS  AND  RECORDS  OF  A
   25  CORPORATION.
   26    (G)  THE  BOOKS AND RECORDS SPECIFIED IN PARAGRAPH (A) OF THIS SECTION
   27  SHALL BE PRIMA FACIE EVIDENCE OF THE FACTS THEREIN STATED  IN  FAVOR  OF
   28  THE  PLAINTIFF  IN  ANY ACTION OR SPECIAL PROCEEDING AGAINST SUCH CORPO-
   29  RATION OR ANY OF ITS OFFICERS, DIRECTORS OR MEMBERS.
   30    (H) NOTHING IN THIS CHAPTER SHALL  REQUIRE  AN  EMPLOYEE  ORGANIZATION
   31  CERTIFIED  OR  RECOGNIZED  FOR  ANY  COLLECTIVE  NEGOTIATING  UNIT OF AN
   32  EMPLOYER PURSUANT TO ARTICLE  FOURTEEN  OF  THE  CIVIL  SERVICE  LAW  TO
   33  DISCLOSE  THE HOME ADDRESS OF ANY MEMBER OR FORMER MEMBER OF SUCH ORGAN-
   34  IZATION.
   35  S 622. INFANT MEMBERS.
   36    IF THE CERTIFICATE OF INCORPORATION OR  THE  BY-LAWS  PROVIDE  THAT  A
   37  MEMBER SHALL BE OF FULL AGE:
   38    (A)  A  CORPORATION MAY TREAT AN INFANT WHO HOLDS A MEMBERSHIP CERTIF-
   39  ICATE OR CARD OR CAPITAL CERTIFICATE OR A BOND OF  SUCH  CORPORATION  AS
   40  HAVING  CAPACITY TO RECEIVE AND TO EMPOWER OTHERS TO RECEIVE PAYMENTS OR
   41  DISTRIBUTIONS, TO VOTE OR EXPRESS CONSENT OR DISSENT, IN  PERSON  OR  BY
   42  PROXY,  AND  TO  MAKE  ELECTIONS  AND  EXERCISE  RIGHTS RELATING TO SUCH
   43  CERTIFICATES OR BONDS, UNLESS, IN THE CASE OF MEMBERSHIP CERTIFICATES OR
   44  CARDS OR CAPITAL CERTIFICATES, THE  CORPORATE  OFFICER  RESPONSIBLE  FOR
   45  MAINTAINING  THE  LIST OR RECORD OF MEMBERS OR THE TRANSFER AGENT OF THE
   46  CORPORATION OR, IN THE CASE OF BONDS, THE TREASURER OR PAYING OFFICER OR
   47  AGENT HAS RECEIVED WRITTEN NOTICE THAT SUCH HOLDER IS AN INFANT.
   48    (B) AN INFANT HOLDER OF A MEMBERSHIP CERTIFICATE OR  CARD  OR  CAPITAL
   49  CERTIFICATE  OR  A  BOND  OF A CORPORATION WHO HAS RECEIVED OR EMPOWERED
   50  OTHERS TO RECEIVE PAYMENTS OR DISTRIBUTIONS, VOTED OR EXPRESSED  CONSENT
   51  OR  DISSENT,  OR MADE AN ELECTION OR EXERCISED A RIGHT RELATING THERETO,
   52  SHALL HAVE NO RIGHT THEREAFTER TO DISAFFIRM OR  AVOID,  AS  AGAINST  THE
   53  CORPORATION,  ANY  SUCH  ACT  ON  HIS  OR HER PART, UNLESS PRIOR TO SUCH
   54  RECEIPT, VOTE, CONSENT, DISSENT, ELECTION OR EXERCISE, AS TO  MEMBERSHIP
   55  CERTIFICATES  OR  CARDS  OR  CAPITAL CERTIFICATES, THE CORPORATE OFFICER
   56  RESPONSIBLE FOR MAINTAINING THE LIST OR RECORD OF MEMBERS OR ITS  TRANS-
       A. 5727                            48
    1  FER  AGENT  OR, IN THE CASE OF BONDS, THE TREASURER OR PAYING OFFICER OR
    2  AGENT HAD RECEIVED WRITTEN NOTICE THAT SUCH HOLDER WAS AN INFANT.
    3  S 623. MEMBERS'  DERIVATIVE  ACTION  BROUGHT  IN THE RIGHT OF THE CORPO-
    4           RATION TO PROCURE A JUDGMENT IN ITS FAVOR.
    5    (A) AN ACTION MAY BE BROUGHT IN THE RIGHT OF  A  DOMESTIC  OR  FOREIGN
    6  CORPORATION  TO  PROCURE A JUDGMENT IN ITS FAVOR BY FIVE PERCENT OR MORE
    7  OF ANY CLASS OF MEMBERS OR BY SUCH PERCENTAGE OF THE HOLDERS OF  CAPITAL
    8  CERTIFICATES  OR  OF  THE OWNERS OF A BENEFICIAL INTEREST IN THE CAPITAL
    9  CERTIFICATES OF SUCH CORPORATION.
   10    (B) IN ANY SUCH ACTION, IT SHALL BE MADE TO APPEAR THAT EACH PLAINTIFF
   11  IS SUCH A MEMBER, HOLDER OR OWNER AT THE TIME OF BRINGING THE ACTION.
   12    (C) IN ANY SUCH ACTION, THE COMPLAINT SHALL SET FORTH WITH PARTICULAR-
   13  ITY THE EFFORTS OF THE PLAINTIFF OR PLAINTIFFS TO SECURE THE  INITIATION
   14  OF SUCH ACTION BY THE BOARD OF THE REASON FOR NOT MAKING SUCH EFFORT.
   15    (D)  SUCH  ACTION  SHALL  NOT  BE DISCONTINUED, COMPROMISED OR SETTLED
   16  WITHOUT THE APPROVAL OF THE COURT HAVING JURISDICTION OF THE ACTION.  IF
   17  THE  COURT  SHALL  DETERMINE THAT THE INTERESTS OF THE MEMBERS OR OF ANY
   18  CLASS OR CLASSES THEREOF WILL BE SUBSTANTIALLY AFFECTED BY SUCH  DISCON-
   19  TINUANCE,  COMPROMISE  OR  SETTLEMENT, THE COURT, IN ITS DISCRETION, MAY
   20  DIRECT THAT NOTICE, BY PUBLICATION OR OTHERWISE, SHALL BE GIVEN  TO  THE
   21  MEMBERS  OR  CLASS OR CLASSES THEREOF WHOSE INTERESTS IT DETERMINES WILL
   22  BE SO AFFECTED; IF NOTICE IS SO DIRECTED TO  BE  GIVEN,  THE  COURT  MAY
   23  DETERMINE  WHICH ONE OR MORE OF THE PARTIES TO THE ACTION SHALL BEAR THE
   24  EXPENSE OF GIVING THE SAME, IN SUCH AMOUNT AS THE COURT SHALL  DETERMINE
   25  AND  FIND  TO BE REASONABLE IN THE CIRCUMSTANCES, AND THE AMOUNT OF SUCH
   26  EXPENSE SHALL BE AWARDED AS SPECIAL COSTS OF THE ACTION AND  RECOVERABLE
   27  IN THE SAME MANNER AS STATUTORY TAXABLE COSTS.
   28    (E)  IF  THE  ACTION  ON  BEHALF OF THE CORPORATION WAS SUCCESSFUL, IN
   29  WHOLE OR IN PART, OR IF ANYTHING WAS RECEIVED BY THE PLAINTIFF OR PLAIN-
   30  TIFFS OR A CLAIMANT OR CLAIMANTS AS THE RESULT OF A JUDGMENT, COMPROMISE
   31  OR SETTLEMENT OF AN ACTION OR CLAIM, THE COURT MAY AWARD  THE  PLAINTIFF
   32  OR  PLAINTIFFS,  CLAIMANT  OR  CLAIMANTS, REASONABLE EXPENSES, INCLUDING
   33  REASONABLE ATTORNEY'S FEES, AND SHALL DIRECT THE PLAINTIFF OR PLAINTIFFS
   34  TO ACCOUNT TO THE CORPORATION FOR  THE  REMAINDER  OF  THE  PROCEEDS  SO
   35  RECEIVED BY THE PLAINTIFF OR PLAINTIFFS.  THIS PARAGRAPH SHALL NOT APPLY
   36  TO  ANY  JUDGMENT RENDERED FOR THE BENEFIT OF INJURED MEMBERS OR NON-RE-
   37  CORD OWNERS ONLY AND LIMITED  TO  A  RECOVERY  OF  THE  LOSS  OR  DAMAGE
   38  SUSTAINED BY THEM.
   39    S 7. Article 7 of the not-for-profit corporation law is REPEALED and a
   40  new article 7 is added to read as follows:
   41                                  ARTICLE 7
   42                           DIRECTORS AND OFFICERS
   43  SECTION 701.   BOARD OF DIRECTORS.
   44          702.   NUMBER OF DIRECTORS.
   45          703.   ELECTION AND TERM OF OFFICE OF DIRECTORS; ALTERNATES.
   46          704.   CLASSIFICATION OF DIRECTORS.
   47          705.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
   48          706.   REMOVAL OF DIRECTORS.
   49          707.   QUORUM OF DIRECTORS.
   50          708.   ACTION BY THE BOARD.
   51          709.   GREATER REQUIREMENT AS TO QUORUM AND VOTE OF DIRECTORS.
   52          710.   PLACE AND TIME OF MEETINGS OF THE BOARD.
   53          711.   NOTICE OF MEETINGS OF THE BOARD.
   54          712.   EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
       A. 5727                            49
    1          713.   OFFICERS.
    2          714.   REMOVAL OF OFFICERS.
    3          715.   INTERESTED DIRECTORS AND OFFICERS.
    4          716.   LOANS TO DIRECTORS AND OFFICERS.
    5          717.   DUTY OF DIRECTORS AND OFFICERS.
    6          718.   LIST OF DIRECTORS AND OFFICERS.
    7          719.   LIABILITY OF DIRECTORS IN CERTAIN CASES.
    8          720.   ACTIONS ON BEHALF OF THE CORPORATION.
    9          720-A. LIABILITY OF DIRECTORS, OFFICERS AND TRUSTEES.
   10          721.   NONEXCLUSIVITY  OF  STATUTORY PROVISIONS FOR INDEMNIFICA-
   11                   TION OF DIRECTORS AND OFFICERS.
   12          722.   AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND  OFFI-
   13                   CERS.
   14          723.   PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.
   15          724.   INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.
   16          725.   OTHER  PROVISIONS  AFFECTING INDEMNIFICATION OF DIRECTORS
   17                   AND OFFICERS.
   18          726.   INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   19  S 701. BOARD OF DIRECTORS.
   20    (A) EXCEPT AS OTHERWISE PROVIDED IN THE CERTIFICATE OF  INCORPORATION,
   21  A  CORPORATION SHALL BE MANAGED BY ITS BOARD OF DIRECTORS. EACH DIRECTOR
   22  SHALL BE AT LEAST EIGHTEEN YEARS  OF  AGE;  PROVIDED,  HOWEVER,  THAT  A
   23  MEMBER  OF THE BOARD OF DIRECTORS OF ANY GIRL SCOUT COUNCIL CHARTERED BY
   24  GIRL SCOUTS OF THE UNITED STATES OF AMERICA,  INC.,  OR  ANY  CAMP  FIRE
   25  GIRLS  CLUB  MEMBER SERVING AS A MEMBER OF THE BOARD OF DIRECTORS ON THE
   26  NATIONAL BOARD AND NATIONAL COUNCIL OF CAMP FIRE GIRLS, INC. OR  ON  THE
   27  LOCAL  BOARD  OF  THE  CAMP  FIRE GIRLS, INC. OR ANY MEMBER OF ASPIRA OF
   28  AMERICA INC. OR ASPIRA OF NEW YORK INC. SERVING ON THE BOARD  OF  DIREC-
   29  TORS,  SHALL  BE  AT  LEAST  SIXTEEN YEARS OF AGE.   NOTWITHSTANDING THE
   30  ABOVE, A CORPORATION ORGANIZED FOR EDUCATIONAL  PURPOSES  PRIMARILY  FOR
   31  THE  BENEFIT  OF INDIVIDUALS BELOW EIGHTEEN YEARS OF AGE MAY INCLUDE ONE
   32  DIRECTOR BELOW EIGHTEEN YEARS OF AGE WHO IS AT LEAST  SIXTEEN  YEARS  OF
   33  AGE. FURTHER, A CORPORATION ORGANIZED FOR RECREATIONAL OR YOUTH DEVELOP-
   34  MENT  AND  DELINQUENCY  PREVENTION PURPOSES PRIMARILY FOR THE BENEFIT OF
   35  INDIVIDUALS BELOW EIGHTEEN YEARS OF AGE MAY INCLUDE ONE OR  MORE  DIREC-
   36  TORS,  THE NUMBER OF WHICH SHALL NOT EXCEED ONE-HALF OF THE TOTAL NUMBER
   37  OF DIRECTORS FOR A QUORUM FOR THE TRANSACTION OF BUSINESS,  WHO  ARE  AT
   38  LEAST  SIXTEEN  YEARS  OF  AGE  BUT  NOT OVER EIGHTEEN YEARS OF AGE. THE
   39  CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY PRESCRIBE  OTHER  QUALI-
   40  FICATIONS  FOR  DIRECTORS,  PROVIDED, HOWEVER, ANY CORPORATION ORGANIZED
   41  FOR RECREATION OR YOUTH DEVELOPMENT AND DELINQUENCY PREVENTION PURPOSES,
   42  WHEN INCREASING THE NUMBER OF DIRECTORS BETWEEN THE AGES OF SIXTEEN  AND
   43  EIGHTEEN  YEARS OLD TO MORE THAN ONE, SHALL PRESCRIBE IN ITS CERTIFICATE
   44  OF INCORPORATION THE NUMBER OF SUCH DIRECTORS NOT TO EXCEED THE  LIMITA-
   45  TIONS OF THIS PARAGRAPH.
   46    (B)  IF  THE  CERTIFICATE OF INCORPORATION VESTS THE MANAGEMENT OF THE
   47  CORPORATION, IN WHOLE OR IN PART, IN ONE OR MORE PERSONS OTHER THAN  THE
   48  BOARD,  INDIVIDUALLY OR COLLECTIVELY, SUCH OTHER PERSON OR PERSONS SHALL
   49  BE SUBJECT TO THE SAME OBLIGATIONS AND THE SAME LIABILITIES, AND SUBJECT
   50  TO THE SAME PROTECTIONS, FOR MANAGERIAL ACTS OR OMISSIONS AS ARE IMPOSED
   51  UPON OR AFFORDED TO DIRECTORS BY THIS CHAPTER.
   52  S 702. NUMBER OF DIRECTORS.
   53    (A) THE NUMBER OF DIRECTORS CONSTITUTING THE ENTIRE BOARD SHALL BE NOT
   54  LESS THAN THREE.  SUBJECT TO SUCH LIMITATION, SUCH NUMBER MAY  BE  FIXED
   55  BY  THE  BY-LAWS  OR,  IN  THE  CASE OF A CORPORATION HAVING MEMBERS, BY
       A. 5727                            50
    1  ACTION OF THE MEMBERS OR OF THE BOARD UNDER THE SPECIFIC PROVISIONS OF A
    2  BY-LAW ADOPTED BY THE MEMBERS. IF NOT OTHERWISE FIXED UNDER  THIS  PARA-
    3  GRAPH,  THE  NUMBER  SHALL  BE  THREE.  AS USED IN THIS ARTICLE, "ENTIRE
    4  BOARD"  MEANS  THE  TOTAL NUMBER OF DIRECTORS ENTITLED TO VOTE WHICH THE
    5  CORPORATION WOULD HAVE IF THERE WERE NO VACANCIES.
    6    (B) THE NUMBER OF DIRECTORS MAY BE INCREASED OR DECREASED BY AMENDMENT
    7  OF THE BY-LAWS, BY ACTION OF THE BOARD IN A CORPORATION WITHOUT MEMBERS,
    8  OR, IN THE CASE OF A  CORPORATION  HAVING  MEMBERS,  BY  ACTION  OF  THE
    9  MEMBERS,  OR  OF  THE  BOARD  UNDER  THE SPECIFIC PROVISIONS OF A BY-LAW
   10  ADOPTED BY THE MEMBERS, SUBJECT TO THE FOLLOWING LIMITATIONS:
   11    (1) IF THE BOARD IS AUTHORIZED BY THE BY-LAWS TO CHANGE THE NUMBER  OF
   12  DIRECTORS, WHETHER BY AMENDING THE BY-LAWS OR BY TAKING ACTION UNDER THE
   13  SPECIFIC  PROVISIONS  OF A BY-LAW ADOPTED BY THE MEMBERS, SUCH AMENDMENT
   14  OR ACTION SHALL REQUIRE THE VOTE OF A MAJORITY OF THE ENTIRE BOARD.
   15    (2) NO DECREASE SHALL SHORTEN THE TERM OF ANY INCUMBENT DIRECTOR.
   16  S 703. ELECTION AND TERM OF OFFICE OF DIRECTORS; ALTERNATES.
   17    (A) A CORPORATION MAY PROVIDE IN ITS CERTIFICATE OF  INCORPORATION  OR
   18  BY-LAWS FOR DIRECTORS TO BE ELECTED OR APPOINTED AT LARGE, OR BY SPECIAL
   19  DISTRICTS OR MEMBERSHIP SECTIONS, OR BY VIRTUE OF THEIR OFFICE OR FORMER
   20  OFFICE  IN  THE  CORPORATION  OR  OTHER ENTITY, PUBLIC OR PRIVATE, OR BY
   21  BONDHOLDERS PURSUANT TO PARAGRAPH (C) OF SECTION  506  OF  THIS  CHAPTER
   22  VOTING AS A CLASS, OR ANY COMBINATION THEREOF.
   23    (B)  DIRECTORS SHALL BE ELECTED OR APPOINTED IN THE MANNER AND FOR THE
   24  TERM OF OFFICE PROVIDED IN  THE  CERTIFICATE  OF  INCORPORATION  OR  THE
   25  BY-LAWS.  THE  TERM  OF OFFICE OF DIRECTORS, OTHER THAN THOSE ELECTED OR
   26  APPOINTED BY VIRTUE OF THEIR OFFICE OR FORMER OFFICE IN THE  CORPORATION
   27  OR OTHER ENTITY, PUBLIC OR PRIVATE, SHALL NOT EXCEED FIVE YEARS; AND, IF
   28  THE  BOARD  IS  CLASSIFIED  UNDER SECTION 704 OF THIS ARTICLE, SUCH TERM
   29  SHALL NOT EXCEED A NUMBER OF YEARS EQUAL TO THE NUMBER OF  CLASSES  INTO
   30  WHICH  THE BOARD IS CLASSIFIED. IN THE ABSENCE OF A PROVISION FIXING THE
   31  TERM, IT SHALL BE ONE YEAR.
   32    (C) EACH DIRECTOR SHALL HOLD OFFICE UNTIL THE EXPIRATION OF  THE  TERM
   33  FOR  WHICH  HE  OR  SHE  IS  ELECTED  OR APPOINTED, AND UNTIL HIS OR HER
   34  SUCCESSOR HAS BEEN ELECTED OR APPOINTED AND QUALIFIED.
   35    (D) IF THE CERTIFICATE OF  INCORPORATION  OR  BY-LAWS  SO  PROVIDE,  A
   36  SPECIAL  DISTRICT OR MEMBERSHIP SECTION ENTITLED TO ELECT OR APPOINT ONE
   37  OR MORE DIRECTORS MAY ELECT OR APPOINT AN ALTERNATE FOR EACH SUCH DIREC-
   38  TOR. IN THE ABSENCE OF A DIRECTOR FROM  A  MEETING  OF  THE  BOARD,  HIS
   39  ALTERNATE  MAY, UPON WRITTEN NOTICE TO THE SECRETARY OF THE CORPORATION,
   40  ATTEND SUCH MEETING AND EXERCISE THEREIN THE RIGHTS, POWERS, AND  PRIVI-
   41  LEGES OF THE ABSENT DIRECTOR. WHEN SO EXERCISING THE RIGHTS, POWERS, AND
   42  PRIVILEGES  OF  THE  ABSENT DIRECTOR, SUCH ALTERNATE SHALL BE SUBJECT IN
   43  ALL RESPECTS TO THE PROVISIONS OF THIS CHAPTER GOVERNING DIRECTORS.
   44  S 704. CLASSIFICATION OF DIRECTORS.
   45    (A) THE CERTIFICATE OF  INCORPORATION  OR  A  BY-LAW  ADOPTED  BY  THE
   46  MEMBERS  MAY  PROVIDE THAT DIRECTORS ELECTED OR APPOINTED AT LARGE SHALL
   47  BE DIVIDED INTO EITHER TWO, THREE, FOUR OR FIVE CLASSES FOR THE  PURPOSE
   48  OF  STAGGERING  THEIR TERMS OF OFFICE AND THAT ALL OR SOME OF THE DIREC-
   49  TORS ELECTED OR APPOINTED OTHERWISE THAN AT LARGE SHALL BE DIVIDED  INTO
   50  THE  SAME  OR A DIFFERENT NUMBER OF CLASSES, NOT EXCEEDING FIVE, FOR THE
   51  SAME PURPOSE.  ALL CLASSES OF EACH TYPE SHALL  BE  AS  NEARLY  EQUAL  IN
   52  NUMBER AS POSSIBLE.
   53    (B) THE TERMS OF OFFICE OF THE DIRECTORS INITIALLY CLASSIFIED SHALL BE
   54  AS  FOLLOWS:  THAT  OF  THE  FIRST CLASS SHALL EXPIRE AT THE NEXT ANNUAL
   55  MEETING OF MEMBERS IF THERE BE MEMBERS, OR OF THE BOARD IF THERE  BE  NO
   56  MEMBERS,  THE  SECOND CLASS AT THE SECOND SUCCEEDING ANNUAL MEETING, THE
       A. 5727                            51
    1  THIRD CLASS, IF ANY, AT THE THIRD SUCCEEDING ANNUAL MEETING, THE  FOURTH
    2  CLASS,  IF  ANY,  AT  THE FOURTH SUCCEEDING ANNUAL MEETING AND THE FIFTH
    3  CLASS, IF ANY, AT  THE  FIFTH  SUCCEEDING  ANNUAL  MEETING.  AFTER  SUCH
    4  INITIAL CLASSIFICATION, DIRECTORS TO REPLACE THOSE WHOSE TERMS EXPIRE AT
    5  EACH  ANNUAL  MEETING  SHALL  BE ELECTED OR APPOINTED AT SUCH MEETING TO
    6  HOLD OFFICE FOR A FULL TERM IN ACCORDANCE WITH SUCH CLASSIFICATION.
    7    (C) IF DIRECTORS ARE CLASSIFIED AND THE NUMBER OF DIRECTORS IS  THERE-
    8  AFTER CHANGED BY ACTION OF THE BOARD:
    9    (1)  ANY  NEWLY CREATED DIRECTORSHIPS OR ANY DECREASE IN DIRECTORSHIPS
   10  SHALL BE SO APPORTIONED AMONG THE CLASSES AS  TO  MAKE  ALL  CLASSES  AS
   11  NEARLY EQUAL IN NUMBER AS POSSIBLE.
   12    (2) IF NEWLY CREATED DIRECTORSHIPS ARE FILLED BY THE BOARD IN A CORPO-
   13  RATION  HAVING  MEMBERS,  THERE  SHALL BE NO CLASSIFICATION OF THE ADDI-
   14  TIONAL DIRECTORS UNTIL THE NEXT ANNUAL MEETING OF MEMBERS.
   15  S 705. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
   16    (A) NEWLY CREATED DIRECTORSHIPS RESULTING  FROM  AN  INCREASE  IN  THE
   17  NUMBER  OF  DIRECTORS ELECTED OR APPOINTED AT LARGE, AND VACANCIES AMONG
   18  SUCH DIRECTORS FOR ANY REASON, MAY BE FILLED BY VOTE OF  A  MAJORITY  OF
   19  THE  DIRECTORS  THEN  IN  OFFICE, REGARDLESS OF THEIR NUMBER, UNLESS THE
   20  CERTIFICATE OF INCORPORATION OR THE  BY-LAWS  PROVIDE  THAT  SUCH  NEWLY
   21  CREATED  DIRECTORSHIPS  OR  VACANCIES  SHALL  BE  FILLED  BY VOTE OF THE
   22  MEMBERS.
   23    (B)  VACANCIES  AMONG  DIRECTORS  ELECTED  OR  APPOINTED  BY   SPECIAL
   24  DISTRICTS  OR  MEMBERSHIP SECTIONS, OR BY BONDHOLDERS VOTING AS A CLASS,
   25  SHALL BE FILLED BY ACTION OF  THE  PERSONS  ENTITLED  TO  VOTE  THEREON;
   26  EXCEPT  THAT,  IF  A  VACANCY  REMAINS  UNFILLED FOR SIX MONTHS AFTER IT
   27  OCCURS, AND BY REASON OF THE ABSENCE, ILLNESS, OR OTHER INABILITY OF ONE
   28  OR MORE OF THE REMAINING DIRECTORS A  QUORUM  OF  THE  BOARD  CANNOT  BE
   29  OBTAINED,  THE REMAINING DIRECTORS, OR A MAJORITY OF THEM, MAY APPOINT A
   30  DIRECTOR TO FILL SUCH VACANCY.
   31    (C) A DIRECTOR ELECTED OR APPOINTED  TO  FILL  A  VACANCY  SHALL  HOLD
   32  OFFICE  UNTIL THE NEXT ANNUAL MEETING AT WHICH THE ELECTION OF DIRECTORS
   33  IS IN THE REGULAR ORDER OF BUSINESS, AND UNTIL HIS OR HER  SUCCESSOR  IS
   34  ELECTED OR APPOINTED AND QUALIFIED.
   35    (D)  UNLESS  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR
   36  BY-LAWS, NOTWITHSTANDING THE PROVISIONS OF PARAGRAPHS  (A)  AND  (B)  OF
   37  THIS  SECTION,  WHENEVER  THE HOLDERS OF ANY CLASS OR CLASSES OF MEMBERS
   38  ARE ENTITLED TO ELECT ONE OR MORE DIRECTORS BY THE CERTIFICATE OF INCOR-
   39  PORATION, ANY VACANCY THAT MAY BE FILLED BY THE BOARD OR A  MAJORITY  OF
   40  THE  DIRECTORS  THEN IN OFFICE, AS THE CASE MAY BE, SHALL BE FILLED BY A
   41  MAJORITY OF THE DIRECTORS ELECTED BY  SUCH  CLASS  OR  CLASSES  THEN  IN
   42  OFFICE,  OR, IF NO SUCH DIRECTOR IS IN OFFICE, THEN AS PROVIDED IN PARA-
   43  GRAPH (A) OR (B) OF THIS SECTION, AS THE CASE MAY BE.
   44  S 706. REMOVAL OF DIRECTORS.
   45    (A) EXCEPT AS LIMITED IN PARAGRAPH (C) OF THIS SECTION, ANY OR ALL  OF
   46  THE  DIRECTORS  MAY  BE  REMOVED FOR CAUSE BY VOTE OF THE MEMBERS, OR BY
   47  VOTE OF THE DIRECTORS PROVIDED THERE IS A QUORUM  OF  NOT  LESS  THAN  A
   48  MAJORITY  PRESENT  AT  THE  MEETING OF DIRECTORS AT WHICH SUCH ACTION IS
   49  TAKEN.
   50    (B) EXCEPT AS LIMITED IN PARAGRAPH (C) OF THIS SECTION, IF THE CERTIF-
   51  ICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE,  ANY  OR  ALL  OF  THE
   52  DIRECTORS MAY BE REMOVED WITHOUT CAUSE BY VOTE OF THE MEMBERS.
   53    (C)  THE  REMOVAL  OF DIRECTORS, WITH OR WITHOUT CAUSE, AS PROVIDED IN
   54  PARAGRAPHS (A) AND (B) OF THIS SECTION IS SUBJECT TO THE FOLLOWING:
   55    (1) IN THE CASE OF A CORPORATION HAVING CUMULATIVE VOTING, NO DIRECTOR
   56  MAY BE REMOVED WHEN THE DIRECTOR'S REMOVAL WOULD BE SUFFICIENT TO  ELECT
       A. 5727                            52
    1  HIM  OR HER IF VOTED CUMULATIVELY AT AN ELECTION AT WHICH THE SAME TOTAL
    2  NUMBER OF VOTES WERE CAST, WERE THEN BEING ELECTED; AND
    3    (2)  WHEN BY THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION OR THE
    4  BY-LAWS THE MEMBERS OF ANY CLASS OR GROUP,  OR  THE  HOLDERS  OF  BONDS,
    5  VOTING  AS  A  CLASS,  ARE  ENTITLED TO ELECT ONE OR MORE DIRECTORS, ANY
    6  DIRECTOR SO ELECTED MAY BE REMOVED ONLY BY THE APPLICABLE  VOTE  OF  THE
    7  MEMBERS  OF THAT CLASS OR GROUP, OR THE HOLDERS OF SUCH BONDS, VOTING AS
    8  A CLASS.
    9    (D) AN ACTION TO PROCURE A JUDGMENT REMOVING A DIRECTOR FOR CAUSE  MAY
   10  BE  BROUGHT  BY  THE  ATTORNEY-GENERAL  OR BY TEN PERCENT OF THE MEMBERS
   11  WHETHER OR NOT ENTITLED TO VOTE.  THE COURT MAY BAR FROM RE-ELECTION ANY
   12  DIRECTOR SO REMOVED FOR A PERIOD FIXED BY THE COURT.
   13  S 707. QUORUM OF DIRECTORS.
   14    UNLESS A GREATER PROPORTION IS REQUIRED BY  THIS  CHAPTER  OR  BY  THE
   15  CERTIFICATE  OF  INCORPORATION  OR BY A BY-LAW ADOPTED BY THE MEMBERS, A
   16  MAJORITY OF THE ENTIRE BOARD SHALL CONSTITUTE A QUORUM  FOR  THE  TRANS-
   17  ACTION OF BUSINESS OR OF ANY SPECIFIED ITEM OF BUSINESS, EXCEPT THAT THE
   18  CERTIFICATE  OF  INCORPORATION OR THE BY-LAWS MAY FIX THE QUORUM AT LESS
   19  THAN A MAJORITY OF THE ENTIRE BOARD, PROVIDED THAT  IN  THE  CASE  OF  A
   20  BOARD  OF FIFTEEN MEMBERS OR LESS THE QUORUM SHALL BE AT LEAST ONE-THIRD
   21  OF THE ENTIRE NUMBER OF MEMBERS AND IN THE CASE OF A BOARD OF MORE  THAN
   22  FIFTEEN MEMBERS THE QUORUM SHALL BE AT LEAST FIVE MEMBERS PLUS ONE ADDI-
   23  TIONAL  MEMBER  FOR EVERY TEN MEMBERS (OR FRACTION THEREOF) IN EXCESS OF
   24  FIFTEEN.
   25  S 708. ACTION BY THE BOARD.
   26    (A) EXCEPT AS OTHERWISE PROVIDED IN THIS  CHAPTER,  ANY  REFERENCE  IN
   27  THIS  CHAPTER  TO  CORPORATE  ACTION TO BE TAKEN BY THE BOARD SHALL MEAN
   28  SUCH ACTION AT A MEETING OF THE BOARD.
   29    (B) UNLESS OTHERWISE RESTRICTED BY THE CERTIFICATE OF INCORPORATION OR
   30  THE BY-LAWS, ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY  THE  BOARD
   31  OR  ANY  COMMITTEE THEREOF MAY BE TAKEN WITHOUT A MEETING IF ALL MEMBERS
   32  OF THE BOARD OR THE COMMITTEE CONSENT IN WRITING TO THE  ADOPTION  OF  A
   33  RESOLUTION  AUTHORIZING  THE  ACTION.  THE  RESOLUTION  AND  THE WRITTEN
   34  CONSENTS THERETO BY THE MEMBERS OF THE BOARD OR COMMITTEE SHALL BE FILED
   35  WITH THE MINUTES OF THE PROCEEDINGS OF THE BOARD OR COMMITTEE.
   36    (C) UNLESS OTHERWISE RESTRICTED BY THE CERTIFICATE OF INCORPORATION OR
   37  THE BY-LAWS, ANY ONE OR MORE DIRECTORS OR MEMBERS OF  ANY  COMMITTEE  OF
   38  THE  BOARD  MAY  PARTICIPATE  IN A MEETING OF SUCH BOARD OR COMMITTEE BY
   39  MEANS OF A CONFERENCE  TELEPHONE  OR  SIMILAR  COMMUNICATIONS  EQUIPMENT
   40  ALLOWING  ALL PERSONS PARTICIPATING IN THE MEETING TO HEAR EACH OTHER AT
   41  THE SAME TIME. PARTICIPATION BY SUCH MEANS SHALL CONSTITUTE PRESENCE  IN
   42  PERSON AT A MEETING.
   43    (D) EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER, THE VOTE OF A MAJOR-
   44  ITY  OF  THE  DIRECTORS  PRESENT AT THE TIME OF THE VOTE, IF A QUORUM IS
   45  PRESENT AT SUCH TIME, SHALL BE THE ACT OF THE BOARD.
   46  S 709. GREATER REQUIREMENT AS TO QUORUM AND VOTE OF DIRECTORS.
   47    (A) THE CERTIFICATE OF  INCORPORATION  OR  A  BY-LAW  ADOPTED  BY  THE
   48  MEMBERS  MAY CONTAIN PROVISIONS SPECIFYING EITHER OR BOTH OF THE FOLLOW-
   49  ING:
   50    (1) THAT THE PROPORTION OF DIRECTORS THAT SHALL  CONSTITUTE  A  QUORUM
   51  FOR  THE  TRANSACTION  OF  BUSINESS OR OF ANY SPECIFIED ITEM OF BUSINESS
   52  SHALL BE GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER  IN  THE
   53  ABSENCE OF SUCH PROVISION.
   54    (2)  THAT THE PROPORTION OF VOTES OF DIRECTORS THAT SHALL BE NECESSARY
   55  FOR THE TRANSACTION OF BUSINESS OR OF ANY  SPECIFIED  ITEM  OF  BUSINESS
       A. 5727                            53
    1  SHALL  BE  GREATER THAN THE PROPORTION PRESCRIBED BY THIS CHAPTER IN THE
    2  ABSENCE OF SUCH PROVISION.
    3    (B) AN AMENDMENT BY THE MEMBERS OF THE CERTIFICATE OF INCORPORATION OR
    4  OF THE BY-LAWS WHICH ADDS A PROVISION PERMITTED BY THIS SECTION OR WHICH
    5  CHANGES  OR STRIKES OUT SUCH A PROVISION, SHALL BE AUTHORIZED BY VOTE OF
    6  TWO-THIRDS OF THE MEMBERS ENTITLED TO VOTE OR OF SUCH GREATER PROPORTION
    7  AS MAY BE PROVIDED SPECIFICALLY IN THE CERTIFICATE OF  INCORPORATION  OR
    8  THE BY-LAW FOR ADDING, CHANGING OR STRIKING OUT A PROVISION PERMITTED BY
    9  THIS SECTION.
   10    (C) IF THERE ARE NO MEMBERS, AN AMENDMENT BY THE BOARD OF DIRECTORS OF
   11  THE  CERTIFICATE  OF  INCORPORATION OR THE BY-LAW WHICH ADDS A PROVISION
   12  PERMITTED BY THIS SECTION  OR  WHICH  CHANGES  OR  STRIKES  OUT  SUCH  A
   13  PROVISION, SHALL BE AUTHORIZED AT A MEETING BY VOTE OF TWO-THIRDS OF THE
   14  ENTIRE  BOARD,  OR OF SUCH GREATER PROPORTION AS MAY BE PROVIDED SPECIF-
   15  ICALLY IN THE CERTIFICATE OF INCORPORATION OR  THE  BY-LAW  FOR  ADDING,
   16  CHANGING OR STRIKING OUT A PROVISION PERMITTED BY THIS SECTION.
   17  S 710. PLACE AND TIME OF MEETINGS OF THE BOARD.
   18    (A)  MEETINGS OF THE BOARD, ANNUAL, REGULAR OR SPECIAL, MAY BE HELD AT
   19  ANY PLACE WITHIN OR WITHOUT THIS STATE, UNLESS OTHERWISE PROVIDED BY THE
   20  CERTIFICATE OF INCORPORATION OR THE BY-LAWS.
   21    (B) THE TIME AND PLACE FOR HOLDING ANNUAL OR REGULAR MEETINGS  OF  THE
   22  BOARD  SHALL  BE  FIXED BY OR UNDER THE BY-LAWS, OR, IF NOT SO FIXED, BY
   23  THE BOARD.
   24    (C) A SPECIAL MEETING MAY BE CALLED AT ANY TIME BY  THE  PRESIDENT  OR
   25  OTHER  CORPORATE  OFFICER AS PROVIDED IN THE BY-LAWS OR AS DETERMINED BY
   26  THE BOARD; AND, IN THE CASE OF A CORPORATION  WITHOUT  MEMBERS,  BY  ANY
   27  DIRECTOR  UPON  WRITTEN  DEMAND OF NOT LESS THAN ONE-FIFTH OF THE ENTIRE
   28  BOARD.
   29  S 711. NOTICE OF MEETINGS OF THE BOARD.
   30    (A) UNLESS OTHERWISE PROVIDED BY THE BY-LAWS, REGULAR MEETINGS OF  THE
   31  BOARD  MAY BE HELD WITHOUT NOTICE IF THE TIME AND PLACE OF SUCH MEETINGS
   32  ARE FIXED BY THE BY-LAWS OR THE BOARD. SPECIAL  MEETINGS  OF  THE  BOARD
   33  SHALL BE HELD UPON NOTICE TO THE DIRECTORS.
   34    (B)  THE BY-LAWS MAY PRESCRIBE WHAT SHALL CONSTITUTE NOTICE OF MEETING
   35  OF THE BOARD. A NOTICE, OR  WAIVER  OF  NOTICE,  NEED  NOT  SPECIFY  THE
   36  PURPOSE  OF ANY REGULAR OR SPECIAL MEETING OF THE BOARD, UNLESS REQUIRED
   37  BY THE BY-LAWS.
   38    (C) NOTICE OF A MEETING NEED NOT BE GIVEN TO ANY  ALTERNATE  DIRECTOR,
   39  NOR TO ANY DIRECTOR WHO SUBMITS A SIGNED WAIVER OF NOTICE WHETHER BEFORE
   40  OR  AFTER  THE  MEETING,  OR WHO ATTENDS THE MEETING WITHOUT PROTESTING,
   41  PRIOR THERETO OR AT ITS COMMENCEMENT, THE LACK OF NOTICE TO SUCH  DIREC-
   42  TOR.
   43    (D)  A  MAJORITY  OF THE DIRECTORS PRESENT, WHETHER OR NOT A QUORUM IS
   44  PRESENT, MAY ADJOURN ANY MEETING TO  ANOTHER  TIME  AND  PLACE.  IF  THE
   45  BY-LAWS  SO PROVIDE, NOTICE OF ANY ADJOURNMENT OF A MEETING OF THE BOARD
   46  TO ANOTHER TIME OR PLACE SHALL BE GIVEN TO THE DIRECTORS  WHO  WERE  NOT
   47  PRESENT  AT  THE TIME OF THE ADJOURNMENT AND, UNLESS SUCH TIME AND PLACE
   48  ARE ANNOUNCED AT THE MEETING, TO THE OTHER DIRECTORS.
   49  S 712. EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
   50    (A) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE, THE
   51  BOARD, BY RESOLUTION ADOPTED BY A MAJORITY  OF  THE  ENTIRE  BOARD,  MAY
   52  DESIGNATE  FROM  AMONG  ITS  MEMBERS  AN  EXECUTIVE  COMMITTEE AND OTHER
   53  COMMITTEES, EACH CONSISTING OF THREE OR  MORE  DIRECTORS,  AND  EACH  OF
   54  WHICH, TO THE EXTENT PROVIDED IN THE RESOLUTION OR IN THE CERTIFICATE OF
   55  INCORPORATION  OR  BY-LAWS,  SHALL  HAVE ALL THE AUTHORITY OF THE BOARD,
       A. 5727                            54
    1  EXCEPT THAT NO SUCH COMMITTEE SHALL HAVE AUTHORITY AS TO  THE  FOLLOWING
    2  MATTERS:
    3    (1)  THE  SUBMISSION  TO  MEMBERS  OF  ANY  ACTION  REQUIRING MEMBERS'
    4  APPROVAL UNDER THIS CHAPTER.
    5    (2) THE FILLING OF VACANCIES IN THE  BOARD  OF  DIRECTORS  OR  IN  ANY
    6  COMMITTEE.
    7    (3)  THE  FIXING  OF  COMPENSATION OF THE DIRECTORS FOR SERVING ON THE
    8  BOARD OR ON ANY COMMITTEE.
    9    (4) THE AMENDMENT OR REPEAL OF THE BY-LAWS  OR  THE  ADOPTION  OF  NEW
   10  BY-LAWS.
   11    (5)  THE  AMENDMENT  OR REPEAL OF ANY RESOLUTION OF THE BOARD WHICH BY
   12  ITS TERMS SHALL NOT BE SO AMENDABLE OR REPEALABLE.
   13    (B) THE BOARD MAY DESIGNATE ONE OR MORE DIRECTORS AS ALTERNATE MEMBERS
   14  OF ANY COMMITTEE, WHO MAY REPLACE ANY ABSENT MEMBER OR  MEMBERS  AT  ANY
   15  MEETING OF SUCH COMMITTEE.
   16    (C)  EACH  COMMITTEE  OF  THE BOARD SHALL SERVE AT THE PLEASURE OF THE
   17  BOARD. THE DESIGNATION OF ANY SUCH COMMITTEE AND THE DELEGATION  THERETO
   18  OF  AUTHORITY SHALL NOT ALONE RELIEVE ANY DIRECTOR OF HIS OR HER DUTY TO
   19  THE CORPORATION UNDER SECTION 717 OF THIS ARTICLE.
   20    (D) COMMITTEES, OTHER THAN COMMITTEES OF THE BOARD, WHETHER CREATED BY
   21  THE BOARD OR BY THE MEMBERS, SHALL BE  COMMITTEES  OF  THE  CORPORATION.
   22  SUCH  COMMITTEES MAY BE ELECTED OR APPOINTED IN THE SAME MANNER AS OFFI-
   23  CERS OF THE CORPORATION. PROVISIONS OF THIS CHAPTER APPLICABLE TO  OFFI-
   24  CERS GENERALLY SHALL APPLY TO MEMBERS OF SUCH COMMITTEES.
   25  S 713. OFFICERS.
   26    (A)  THE BOARD MAY ELECT OR APPOINT A PRESIDENT, ONE OR MORE VICE-PRE-
   27  SIDENTS, A SECRETARY AND A TREASURER, AND SUCH OTHER OFFICERS AS IT  MAY
   28  DETERMINE,  OR  AS MAY BE PROVIDED IN THE BY-LAWS. THESE OFFICERS MAY BE
   29  DESIGNATED BY SUCH ALTERNATE TITLES AS MAY BE PROVIDED  IN  THE  CERTIF-
   30  ICATE  OF  INCORPORATION  OR THE BY-LAWS. ANY TWO OR MORE OFFICES MAY BE
   31  HELD BY THE SAME PERSON, EXCEPT THE OFFICES OF PRESIDENT AND  SECRETARY,
   32  OR THE OFFICES CORRESPONDING THERETO.
   33    (B)  THE  CERTIFICATE  OF  INCORPORATION  OR  A  BY-LAW ADOPTED BY THE
   34  MEMBERS MAY PROVIDE THAT ALL OFFICERS OR THAT SPECIFIED  OFFICERS  SHALL
   35  BE  ELECTED  BY THE MEMBERS INSTEAD OF BY THE BOARD, OR IT MAY AUTHORIZE
   36  THE PRESIDENT TO APPOINT THE OTHER OFFICERS, OR SOME OF THEM, SUBJECT TO
   37  APPROVAL BY THE BOARD.
   38    (C) EACH OFFICER SHALL HOLD OFFICE FOR THE TERM FOR WHICH  ELECTED  OR
   39  APPOINTED,  AND UNTIL HIS OR HER SUCCESSOR HAS BEEN ELECTED OR APPOINTED
   40  AND QUALIFIED. UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE OF  INCORPO-
   41  RATION  OR THE BY-LAWS, ALL OFFICERS SHALL BE ELECTED OR APPOINTED ANNU-
   42  ALLY.
   43    (D) THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS MAY  PROVIDE  THAT
   44  ANY  ONE OR MORE OFFICERS SHALL BE EX-OFFICIO MEMBERS OF THE BOARD, WITH
   45  VOTING RIGHTS UNLESS SPECIFIED OTHERWISE.
   46    (E) ALL OFFICERS AS BETWEEN THEMSELVES AND THE CORPORATION SHALL  HAVE
   47  SUCH  AUTHORITY  AND PERFORM SUCH DUTIES IN THE MANAGEMENT OF THE CORPO-
   48  RATION AS MAY BE PROVIDED IN THE  BY-LAWS  OR,  TO  THE  EXTENT  NOT  SO
   49  PROVIDED,  BY THE BOARD. THE BOARD MAY REQUIRE ANY OFFICER TO GIVE SECU-
   50  RITY FOR THE FAITHFUL PERFORMANCE OF HIS OR HER DUTIES.
   51  S 714. REMOVAL OF OFFICERS.
   52    (A) ANY OFFICER ELECTED OR APPOINTED BY THE BOARD MAY  BE  REMOVED  BY
   53  THE  BOARD WITH OR WITHOUT CAUSE. AN OFFICER ELECTED BY THE MEMBERS OR A
   54  CLASS OF MEMBERS MAY BE REMOVED, WITH OR WITHOUT CAUSE, ONLY BY THE VOTE
   55  OF THE MEMBERS OR SUCH CLASS OF MEMBERS, BUT HIS OR HER AUTHORITY TO ACT
   56  AS AN OFFICER MAY BE SUSPENDED BY THE BOARD FOR CAUSE.
       A. 5727                            55
    1    (B) THE REMOVAL OF AN OFFICER WITHOUT CAUSE SHALL BE WITHOUT PREJUDICE
    2  TO HIS OR HER CONTRACT RIGHTS, IF ANY. THE ELECTION OR APPOINTMENT OF AN
    3  OFFICER SHALL NOT OF ITSELF CREATE CONTRACT RIGHTS.
    4    (C)  AN ACTION TO PROCURE A JUDGMENT REMOVING AN OFFICER FOR CAUSE MAY
    5  BE BROUGHT BY THE ATTORNEY-GENERAL, BY ANY DIRECTOR, BY TEN  PERCENT  OF
    6  THE  MEMBERS,  WHETHER OR NOT ENTITLED TO VOTE, OR BY THE HOLDERS OF TEN
    7  PERCENT OF THE FACE VALUE OF THE  OUTSTANDING  CAPITAL  CERTIFICATES  OR
    8  BONDS  HAVING VOTING RIGHTS. THE COURT MAY BAR FROM RE-ELECTION OR REAP-
    9  POINTMENT ANY OFFICER SO REMOVED FOR A PERIOD FIXED BY THE COURT.
   10  S 715. INTERESTED DIRECTORS AND OFFICERS.
   11    (A) NO CONTRACT OR OTHER TRANSACTION BETWEEN A CORPORATION AND ONE  OR
   12  MORE  OF  ITS  DIRECTORS  OR  OFFICERS, OR BETWEEN A CORPORATION AND ANY
   13  OTHER CORPORATION, FIRM, ASSOCIATION OR OTHER ENTITY  IN  WHICH  ONE  OR
   14  MORE  OF  ITS DIRECTORS OR OFFICERS ARE DIRECTORS OR OFFICERS, OR HAVE A
   15  SUBSTANTIAL FINANCIAL INTEREST, SHALL BE EITHER  VOID  OR  VOIDABLE  FOR
   16  THIS  REASON ALONE OR BY REASON ALONE THAT SUCH DIRECTOR OR DIRECTORS OR
   17  OFFICER OR OFFICERS ARE PRESENT AT THE MEETING OF THE  BOARD,  OR  OF  A
   18  COMMITTEE  THEREOF,  WHICH  AUTHORIZES  SUCH CONTRACT OR TRANSACTION, OR
   19  THAT HIS, HER, OR THEIR VOTES ARE COUNTED FOR SUCH PURPOSE:
   20    (1) IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S  INTEREST
   21  IN  SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON DIRECTORSHIP,
   22  OFFICERSHIP OR FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH  OR  KNOWN
   23  TO  THE  BOARD  OR COMMITTEE, AND THE BOARD OR COMMITTEE AUTHORIZES SUCH
   24  CONTRACT OR TRANSACTION BY A VOTE SUFFICIENT FOR  SUCH  PURPOSE  WITHOUT
   25  COUNTING THE VOTE OR VOTES OF SUCH INTERESTED DIRECTOR OR OFFICER; OR
   26    (2)  IF THE MATERIAL FACTS AS TO SUCH DIRECTOR'S OR OFFICER'S INTEREST
   27  IN SUCH CONTRACT OR TRANSACTION AND AS TO ANY SUCH COMMON  DIRECTORSHIP,
   28  OFFICERSHIP  OR  FINANCIAL INTEREST ARE DISCLOSED IN GOOD FAITH OR KNOWN
   29  TO THE MEMBERS ENTITLED TO VOTE THEREON, IF ANY, AND  SUCH  CONTRACT  OR
   30  TRANSACTION IS AUTHORIZED BY VOTE OF SUCH MEMBERS.
   31    (B)  IF  A CONTRACT OR OTHER TRANSACTION BETWEEN A CORPORATION AND ONE
   32  OR MORE OF ITS DIRECTORS, OR BETWEEN A CORPORATION AND ANY OTHER  CORPO-
   33  RATION,  FIRM,  ASSOCIATION  OR OTHER ENTITY IN WHICH ONE OR MORE OF ITS
   34  DIRECTORS ARE DIRECTORS OR OFFICERS, OR  HAVE  A  SUBSTANTIAL  FINANCIAL
   35  INTEREST,  IS NOT APPROVED IN ACCORDANCE WITH THIS PARAGRAPH, THE CORPO-
   36  RATION MAY AVOID THE CONTRACT OR TRANSACTION UNLESS THE PARTY OR PARTIES
   37  THERETO SHALL ESTABLISH AFFIRMATIVELY THAT THE CONTRACT  OR  TRANSACTION
   38  WAS  FAIR  AND  REASONABLE  AS  TO  THE  CORPORATION  AT THE TIME IT WAS
   39  APPROVED BY THE BOARD, A COMMITTEE OR THE MEMBERS.
   40    (C) COMMON OR INTERESTED DIRECTORS MAY BE COUNTED IN  DETERMINING  THE
   41  PRESENCE  OF  A QUORUM AT A MEETING OF THE BOARD OR OF A COMMITTEE WHICH
   42  AUTHORIZES SUCH CONTRACT OR TRANSACTION.
   43    (D)  THE  CERTIFICATE  OF   INCORPORATION   MAY   CONTAIN   ADDITIONAL
   44  RESTRICTIONS  ON CONTRACTS OR TRANSACTIONS BETWEEN A CORPORATION AND ITS
   45  DIRECTORS OR OFFICERS OR OTHER PERSONS AND MAY PROVIDE THAT CONTRACTS OR
   46  TRANSACTIONS IN VIOLATION OF SUCH RESTRICTIONS SHALL BE VOID  OR  VOIDA-
   47  BLE.
   48    (E)  UNLESS  OTHERWISE PROVIDED IN THE CERTIFICATE OF INCORPORATION OR
   49  THE BY-LAWS, THE BOARD SHALL HAVE AUTHORITY TO FIX THE  COMPENSATION  OF
   50  DIRECTORS FOR SERVICES IN ANY CAPACITY.
   51  S 716. LOANS TO DIRECTORS AND OFFICERS.
   52    NO  LOANS,  OTHER  THAN  THROUGH THE PURCHASE OF BONDS, DEBENTURES, OR
   53  SIMILAR OBLIGATIONS OF THE TYPE CUSTOMARILY SOLD IN PUBLIC OFFERINGS, OR
   54  THROUGH ORDINARY DEPOSIT OF FUNDS IN A BANK, SHALL BE MADE BY  A  CORPO-
   55  RATION  TO ITS DIRECTORS OR OFFICERS, OR TO ANY OTHER CORPORATION, FIRM,
   56  ASSOCIATION OR OTHER ENTITY IN WHICH ONE OR MORE  OF  ITS  DIRECTORS  OR
       A. 5727                            56
    1  OFFICERS  ARE  DIRECTORS  OR  OFFICERS  OR  HOLD A SUBSTANTIAL FINANCIAL
    2  INTEREST, EXCEPT A LOAN BY  ONE  CORPORATION  ORGANIZED  FOR  CHARITABLE
    3  PURPOSES  TO  ANOTHER  CORPORATION  ORGANIZED FOR CHARITABLE PURPOSES. A
    4  LOAN  MADE IN VIOLATION OF THIS SECTION SHALL BE A VIOLATION OF THE DUTY
    5  TO THE CORPORATION OF  THE  DIRECTORS  OR  OFFICERS  AUTHORIZING  IT  OR
    6  PARTICIPATING  IN IT, BUT THE OBLIGATION OF THE BORROWER WITH RESPECT TO
    7  THE LOAN SHALL NOT BE AFFECTED THEREBY.
    8  S 717. DUTY OF DIRECTORS AND OFFICERS.
    9    (A) DIRECTORS AND OFFICERS SHALL DISCHARGE THE DUTIES OF THEIR RESPEC-
   10  TIVE POSITIONS IN GOOD FAITH AND WITH THAT DEGREE OF DILIGENCE, CARE AND
   11  SKILL WHICH ORDINARILY PRUDENT  PERSONS  WOULD  EXERCISE  UNDER  SIMILAR
   12  CIRCUMSTANCES  IN LIKE POSITIONS. IN THE ADMINISTRATION OF THE POWERS TO
   13  MAKE AND RETAIN INVESTMENTS PURSUANT TO SECTION 512 OF THIS CHAPTER,  TO
   14  APPROPRIATE APPRECIATION PURSUANT TO SECTION 513 OF THIS CHAPTER, AND TO
   15  DELEGATE  INVESTMENT  MANAGEMENT  OF  INSTITUTIONAL  FUNDS  PURSUANT  TO
   16  SECTION 514 OF THIS CHAPTER, A  GOVERNING  BOARD  SHALL  CONSIDER  AMONG
   17  OTHER  RELEVANT  CONSIDERATIONS  THE  LONG  AND  SHORT TERM NEEDS OF THE
   18  CORPORATION IN CARRYING OUT ITS PURPOSES, ITS  PRESENT  AND  ANTICIPATED
   19  FINANCIAL  REQUIREMENTS, EXPECTED TOTAL RETURN ON ITS INVESTMENTS, PRICE
   20  LEVEL TRENDS, AND GENERAL ECONOMIC CONDITIONS.
   21    (B) IN DISCHARGING THEIR DUTIES, DIRECTORS AND OFFICERS,  WHEN  ACTING
   22  IN  GOOD FAITH, MAY RELY ON INFORMATION, OPINIONS, REPORTS OR STATEMENTS
   23  INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA,  IN  EACH  CASE
   24  PREPARED  OR  PRESENTED BY: (1) ONE OR MORE OFFICERS OR EMPLOYEES OF THE
   25  CORPORATION, WHOM THE DIRECTOR BELIEVES TO BE RELIABLE AND COMPETENT  IN
   26  THE  MATTERS PRESENTED, (2) COUNSEL, PUBLIC ACCOUNTANTS OR OTHER PERSONS
   27  AS TO MATTERS WHICH THE DIRECTORS OR OFFICERS BELIEVE TO BE WITHIN  SUCH
   28  PERSON'S  PROFESSIONAL  OR  EXPERT  COMPETENCE OR (3) A COMMITTEE OF THE
   29  BOARD UPON WHICH THEY DO NOT SERVE, DULY DESIGNATED IN ACCORDANCE WITH A
   30  PROVISION OF THE CERTIFICATE OF INCORPORATION  OR  THE  BY-LAWS,  AS  TO
   31  MATTERS  WITHIN  ITS DESIGNATED AUTHORITY, WHICH COMMITTEE THE DIRECTORS
   32  OR OFFICERS BELIEVE TO MERIT CONFIDENCE, SO LONG AS IN SO  RELYING  THEY
   33  SHALL  BE ACTING IN GOOD FAITH AND WITH THAT DEGREE OF CARE SPECIFIED IN
   34  PARAGRAPH (A) OF THIS SECTION, BUT THE DIRECTOR OR OFFICER SHALL NOT  BE
   35  CONSIDERED  TO  BE  ACTING  IN GOOD FAITH IF THE DIRECTOR OR OFFICER HAS
   36  KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT WOULD CAUSE SUCH  RELI-
   37  ANCE  TO BE UNWARRANTED. PERSONS SHALL NOT BE CONSIDERED TO BE ACTING IN
   38  GOOD FAITH IF THEY HAVE KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT
   39  WOULD CAUSE SUCH RELIANCE TO BE  UNWARRANTED.  PERSONS  WHO  SO  PERFORM
   40  THEIR  DUTIES  SHALL HAVE NO LIABILITY BY REASON OF BEING OR HAVING BEEN
   41  DIRECTORS OR OFFICERS OF THE CORPORATION.
   42    (C) IN TAKING ACTION, INCLUDING, WITHOUT LIMITATION, ACTION WHICH  MAY
   43  INVOLVE  OR RELATE TO A CHANGE OR POTENTIAL CHANGE IN THE CONTROL OF THE
   44  CORPORATION, A DIRECTOR SHALL BE ENTITLED TO CONSIDER,  WITHOUT  LIMITA-
   45  TION,  (1) BOTH THE LONG-TERM AND THE SHORT-TERM INTERESTS OF THE CORPO-
   46  RATION AND ITS MEMBERS  AND  (2)  THE  EFFECTS  THAT  THE  CORPORATION'S
   47  ACTIONS  MAY  HAVE IN THE SHORT-TERM OR IN THE LONG-TERM UPON ANY OF THE
   48  FOLLOWING:
   49    (A) THE PROSPECTS FOR POTENTIAL GROWTH, DEVELOPMENT, PRODUCTIVITY  AND
   50  FINANCIAL STABILITY OF THE CORPORATION;
   51    (B) THE CORPORATION'S CURRENT EMPLOYEES;
   52    (C)  THE  CORPORATION'S  RETIRED  EMPLOYEES  AND  OTHER  BENEFICIARIES
   53  RECEIVING OR ENTITLED TO RECEIVE RETIREMENT, WELFARE OR SIMILAR BENEFITS
   54  FROM OR PURSUANT TO ANY PLAN SPONSORED, OR AGREEMENT  ENTERED  INTO,  BY
   55  THE CORPORATION;
   56    (D) THE BENEFICIARIES OR RECIPIENTS OF THE CORPORATION'S SERVICES;
       A. 5727                            57
    1    (E) THE CORPORATION'S CREDITORS;
    2    (F)  THE  ABILITY  OF  THE CORPORATION TO PROVIDE, AS A GOING CONCERN,
    3  BENEFITS, GOODS, SERVICES, EMPLOYMENT OPPORTUNITIES AND EMPLOYMENT BENE-
    4  FITS AND OTHERWISE TO CONTRIBUTE TO THE COMMUNITIES IN WHICH IT CONDUCTS
    5  ACTIVITIES; AND
    6    (G) THE ACCOMPLISHMENT OF THE CORPORATION'S PURPOSES AS STATED IN  THE
    7  CERTIFICATE OF INCORPORATION.
    8    NOTHING IN THIS PARAGRAPH SHALL CREATE ANY DUTIES OWED BY ANY DIRECTOR
    9  TO  ANY  PERSON OR ENTITY TO CONSIDER OR AFFORD ANY PARTICULAR WEIGHT TO
   10  ANY OF THE FOREGOING OR ABROGATE ANY DUTY OF THE DIRECTORS, EITHER STAT-
   11  UTORY OR RECOGNIZED BY COMMON LAW OR COURT DECISIONS.
   12    FOR PURPOSES OF THIS PARAGRAPH, "CONTROL" SHALL MEAN  THE  POSSESSION,
   13  DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF
   14  THE  MANAGEMENT AND POLICIES OF THE CORPORATION, WHETHER THROUGH MEMBER-
   15  SHIP OR OTHERWISE.
   16  S 718. LIST OF DIRECTORS AND OFFICERS.
   17    (A) IF A MEMBER OF A CORPORATION, IN PERSON OR BY HIS OR HER  ATTORNEY
   18  OR  AGENT, OR A REPRESENTATIVE OF THE DISTRICT ATTORNEY OR OF THE SECRE-
   19  TARY OF STATE, THE ATTORNEY GENERAL, OR OTHER STATE  OFFICIAL,  MAKES  A
   20  WRITTEN  DEMAND ON A CORPORATION TO INSPECT A CURRENT LIST OF ITS DIREC-
   21  TORS AND OFFICERS AND THEIR ADDRESSES, THE CORPORATION SHALL, WITHIN TWO
   22  BUSINESS DAYS AFTER RECEIPT OF THE DEMAND AND FOR A PERIOD OF  ONE  WEEK
   23  THEREAFTER,  MAKE  THE  LIST AVAILABLE FOR SUCH INSPECTION AT ITS OFFICE
   24  DURING USUAL BUSINESS HOURS. ANY CORRESPONDENCE ADDRESSED TO A  DIRECTOR
   25  OR  OFFICER AND RECEIVED BY THE CORPORATION SHALL BE GIVEN BY THE CORPO-
   26  RATION TO THE DIRECTOR OR OFFICER.
   27    (B) UPON REFUSAL BY THE CORPORATION TO MAKE  A  CURRENT  LIST  OF  ITS
   28  DIRECTORS  AND  OFFICERS  AND  THEIR ADDRESSES AVAILABLE, AS PROVIDED IN
   29  PARAGRAPH (A) OF THIS SECTION, THE PERSON MAKING A DEMAND FOR SUCH  LIST
   30  MAY  APPLY, EX PARTE, TO THE SUPREME COURT AT A SPECIAL TERM HELD WITHIN
   31  THE JUDICIAL DISTRICT WHERE THE OFFICE OF THE CORPORATION IS LOCATED FOR
   32  AN ORDER DIRECTING THE CORPORATION TO MAKE SUCH  LIST  AVAILABLE.    THE
   33  COURT MAY GRANT SUCH ORDER OR TAKE SUCH OTHER ACTION AS IT MAY DEEM JUST
   34  AND PROPER.
   35  S 719. LIABILITY OF DIRECTORS IN CERTAIN CASES.
   36    (A)  DIRECTORS  OF  A CORPORATION WHO VOTE FOR OR CONCUR IN ANY OF THE
   37  FOLLOWING CORPORATE ACTIONS SHALL BE JOINTLY AND SEVERALLY LIABLE TO THE
   38  CORPORATION FOR THE BENEFIT OF ITS CREDITORS OR MEMBERS OR THE  ULTIMATE
   39  BENEFICIARIES OF ITS ACTIVITIES, TO THE EXTENT OF ANY INJURY SUFFERED BY
   40  SUCH  PERSONS, RESPECTIVELY, AS A RESULT OF SUCH ACTION, OR, IF THERE BE
   41  NO CREDITORS OR MEMBERS OR ULTIMATE BENEFICIARIES  SO  INJURED,  TO  THE
   42  CORPORATION,  TO THE EXTENT OF ANY INJURY SUFFERED BY THE CORPORATION AS
   43  A RESULT OF SUCH ACTION:
   44    (1) THE DISTRIBUTION OF THE CORPORATION'S CASH OR PROPERTY TO MEMBERS,
   45  DIRECTORS OR OFFICERS, OTHER THAN A DISTRIBUTION PERMITTED UNDER SECTION
   46  515 OF THIS CHAPTER.
   47    (2) THE REDEMPTION OF CAPITAL CERTIFICATES OR  BONDS,  TO  THE  EXTENT
   48  SUCH  REDEMPTION  IS  CONTRARY TO THE PROVISIONS OF SECTION 502, 504, OR
   49  506 OF THIS CHAPTER.
   50    (3) THE PAYMENT OF INTEREST TO THE HOLDERS OR BENEFICIARIES  OF  BONDS
   51  TO  THE EXTENT SUCH PAYMENT IS CONTRARY TO THE PROVISIONS OF SECTION 504
   52  OR 506 OF THIS CHAPTER.
   53    (4) THE DISTRIBUTION OF ASSETS IN VIOLATION OF SECTION 1002-A OF  THIS
   54  CHAPTER  OR WITHOUT PAYING OR ADEQUATELY PROVIDING FOR ALL KNOWN LIABIL-
   55  ITIES OF THE CORPORATION, EXCLUDING ANY CLAIMS NOT  FILED  BY  CREDITORS
       A. 5727                            58
    1  WITHIN  THE  TIME LIMIT SET IN A NOTICE GIVEN TO CREDITORS UNDER ARTICLE
    2  10 OR 11 OF THIS CHAPTER.
    3    (5) THE MAKING OF ANY LOAN CONTRARY TO SECTION 716 OF THIS ARTICLE.
    4    (B)  A  DIRECTOR  WHO  IS  PRESENT  AT  A MEETING OF THE BOARD, OR ANY
    5  COMMITTEE THEREOF, AT WHICH ACTION SPECIFIED IN PARAGRAPH  (A)  OF  THIS
    6  SECTION  IS  TAKEN  SHALL  BE  PRESUMED  TO HAVE CONCURRED IN THE ACTION
    7  UNLESS HIS OR HER DISSENT THERETO SHALL BE ENTERED IN THE MINUTES OF THE
    8  MEETING, OR UNLESS HE OR SHE SHALL  SUBMIT  A  WRITTEN  DISSENT  TO  THE
    9  PERSON  ACTING  AS  THE  SECRETARY OF THE MEETING BEFORE THE ADJOURNMENT
   10  THEREOF, OR SHALL DELIVER OR SEND BY REGISTERED MAIL SUCH DISSENT TO THE
   11  SECRETARY OF THE CORPORATION PROMPTLY AFTER THE ADJOURNMENT OF THE MEET-
   12  ING. SUCH RIGHT TO DISSENT SHALL NOT APPLY TO A DIRECTOR  WHO  VOTED  IN
   13  FAVOR  OF  SUCH  ACTION.  A DIRECTOR WHO IS ABSENT FROM A MEETING OF THE
   14  BOARD, OR ANY COMMITTEE THEREOF, AT WHICH SUCH ACTION IS TAKEN SHALL  BE
   15  PRESUMED  TO HAVE CONCURRED IN THE ACTION UNLESS HE OR SHE SHALL DELIVER
   16  OR SEND BY REGISTERED MAIL A DISSENT THERETO TO  THE  SECRETARY  OF  THE
   17  CORPORATION  OR SHALL CAUSE SUCH DISSENT TO BE FILED WITH THE MINUTES OF
   18  THE PROCEEDINGS OF THE BOARD OR COMMITTEE WITHIN A REASONABLE TIME AFTER
   19  LEARNING OF SUCH ACTION.
   20    (C) ANY DIRECTOR AGAINST WHOM A CLAIM IS SUCCESSFULLY  ASSERTED  UNDER
   21  THIS  SECTION SHALL BE ENTITLED TO CONTRIBUTION FROM THE OTHER DIRECTORS
   22  WHO VOTED FOR OR CONCURRED  IN  THE  ACTION  UPON  WHICH  THE  CLAIM  IS
   23  ASSERTED.
   24    (D) DIRECTORS AGAINST WHOM A CLAIM IS SUCCESSFULLY ASSERTED UNDER THIS
   25  SECTION  SHALL BE ENTITLED, TO THE EXTENT OF THE AMOUNTS PAID BY THEM TO
   26  THE CORPORATION AS A RESULT OF SUCH CLAIMS:
   27    (1) UPON REIMBURSEMENT TO THE CORPORATION OF ANY AMOUNT OF AN IMPROPER
   28  DISTRIBUTION OF THE CORPORATION'S CASH OR PROPERTY, TO BE SUBROGATED  TO
   29  THE RIGHTS OF THE CORPORATION AGAINST MEMBERS, DIRECTORS OR OFFICERS WHO
   30  RECEIVED  SUCH  DISTRIBUTION  WITH KNOWLEDGE OF FACTS INDICATING THAT IT
   31  WAS NOT AUTHORIZED  BY  THIS  CHAPTER,  IN  PROPORTION  TO  THE  AMOUNTS
   32  RECEIVED BY THEM RESPECTIVELY.
   33    (2) UPON REIMBURSEMENT TO THE CORPORATION OF AN AMOUNT REPRESENTING AN
   34  IMPROPER REDEMPTION OF A CAPITAL CERTIFICATE OR BOND, TO HAVE THE CORPO-
   35  RATION RESCIND SUCH IMPROPER REDEMPTION AND RECOVER THE AMOUNT PAID, FOR
   36  THEIR  BENEFIT  BUT  AT  THEIR  EXPENSE,  FROM  ANY MEMBER OR HOLDER WHO
   37  RECEIVED SUCH PAYMENT WITH  KNOWLEDGE  OF  FACTS  INDICATING  THAT  SUCH
   38  REDEMPTION BY THE CORPORATION WAS NOT AUTHORIZED BY THIS CHAPTER.
   39    (3)  UPON  REIMBURSEMENT  TO THE CORPORATION OF AN AMOUNT REPRESENTING
   40  ALL OR PART OF AN IMPROPER PAYMENT OF INTEREST TO THE HOLDER OR  BENEFI-
   41  CIARY OF A BOND, TO HAVE THE CORPORATION RECOVER THE AMOUNT SO PAID, FOR
   42  THEIR  BENEFIT  BUT AT THEIR EXPENSE, FROM ANY HOLDER OR BENEFICIARY WHO
   43  RECEIVED SUCH PAYMENT WITH  KNOWLEDGE  OF  FACTS  INDICATING  THAT  SUCH
   44  PAYMENT BY THE CORPORATION WAS NOT AUTHORIZED BY THIS CHAPTER.
   45    (4)  UPON  PAYMENT  TO  THE  CORPORATION  OF THE CLAIM OF THE ATTORNEY
   46  GENERAL OR OF ANY CREDITOR BY REASON OF A VIOLATION OF SUBPARAGRAPH  (4)
   47  OF  PARAGRAPH (A) OF THIS SECTION, TO BE SUBROGATED TO THE RIGHTS OF THE
   48  CORPORATION AGAINST ANY PERSON WHO RECEIVED AN IMPROPER DISTRIBUTION  OF
   49  ASSETS.
   50    (5)  UPON  REIMBURSEMENT  TO THE CORPORATION OF THE AMOUNT OF ANY LOAN
   51  MADE CONTRARY TO SECTION 716 OF THIS ARTICLE, TO BE  SUBROGATED  TO  THE
   52  RIGHTS OF THE CORPORATION AGAINST A DIRECTOR OR OFFICER WHO RECEIVED THE
   53  IMPROPER LOAN.
   54    (E)  A  DIRECTOR OR OFFICER SHALL NOT BE LIABLE UNDER THIS SECTION IF,
   55  IN THE CIRCUMSTANCES, THE DIRECTOR DISCHARGED HIS OR  HER  DUTY  TO  THE
   56  CORPORATION UNDER SECTION 717 OF THIS ARTICLE.
       A. 5727                            59
    1    (F)  THIS  SECTION SHALL NOT AFFECT ANY LIABILITY OTHERWISE IMPOSED BY
    2  LAW UPON ANY DIRECTOR OR OFFICER.
    3  S 720. ACTIONS ON BEHALF OF THE CORPORATION.
    4    (A) AN ACTION MAY BE BROUGHT AGAINST ONE OR MORE DIRECTORS OR OFFICERS
    5  OF A CORPORATION TO PROCURE A JUDGMENT FOR THE FOLLOWING RELIEF:
    6    (1)  TO  COMPEL  THE  DEFENDANT TO ACCOUNT FOR OFFICIAL CONDUCT IN THE
    7  FOLLOWING CASES:
    8    (A) THE NEGLECT OF, OR FAILURE  TO  PERFORM,  OR  OTHER  VIOLATION  OF
    9  DUTIES  IN  THE MANAGEMENT AND DISPOSITION OF CORPORATE ASSETS COMMITTED
   10  TO THE DUTIES OF SUCH PERSON.
   11    (B) THE ACQUISITION BY SUCH PERSON, TRANSFER TO OTHERS, LOSS OR  WASTE
   12  OF  CORPORATE  ASSETS  DUE  TO ANY NEGLECT OF, OR FAILURE TO PERFORM, OR
   13  OTHER VIOLATION OF THE DUTIES OF SUCH PERSON.
   14    (2) TO SET ASIDE AN UNLAWFUL CONVEYANCE,  ASSIGNMENT  OR  TRANSFER  OF
   15  CORPORATE ASSETS, WHERE THE TRANSFEREE KNEW OF ITS UNLAWFULNESS.
   16    (3)  TO  ENJOIN A PROPOSED UNLAWFUL CONVEYANCE, ASSIGNMENT OR TRANSFER
   17  OF CORPORATE ASSETS, WHERE THERE ARE REASONABLE GROUNDS FOR BELIEF  THAT
   18  IT WILL BE MADE.
   19    (B)  AN  ACTION MAY BE BROUGHT FOR THE RELIEF PROVIDED IN THIS SECTION
   20  AND IN PARAGRAPH (A) OF SECTION 719 OF  THIS  ARTICLE  BY  THE  ATTORNEY
   21  GENERAL, BY THE CORPORATION, OR, IN THE RIGHT OF THE CORPORATION, BY ANY
   22  OF THE FOLLOWING:
   23    (1) A DIRECTOR OR OFFICER OF THE CORPORATION.
   24    (2) A RECEIVER, TRUSTEE IN BANKRUPTCY, OR JUDGMENT CREDITOR THEREOF.
   25    (3)  UNDER  SECTION 623 OF THIS CHAPTER, BY ONE OR MORE OF THE MEMBERS
   26  THEREOF.
   27    (4) IF THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS SO PROVIDE,  BY
   28  ANY  CONTRIBUTOR  TO THE CORPORATION OF CASH OR PROPERTY OF THE VALUE OF
   29  ONE THOUSAND DOLLARS OR MORE.
   30    (C) IN A CORPORATION HAVING NO MEMBERS, AN ACTION MAY BE BROUGHT BY  A
   31  DIRECTOR  AGAINST  THIRD  PARTIES  TO  OBTAIN A JUDGMENT IN FAVOR OF THE
   32  CORPORATION. THE  COMPLAINT  SHALL  SET  FORTH  WITH  PARTICULARITY  THE
   33  EFFORTS  OF THE PLAINTIFF TO SECURE THE INITIATION OF SUCH ACTION BY THE
   34  BOARD OR THE REASON FOR NOT  MAKING  SUCH  EFFORTS.  THE  COURT  IN  ITS
   35  DISCRETION  SHALL  DETERMINE WHETHER IT IS IN THE INTEREST OF THE CORPO-
   36  RATION THAT THE ACTION BE MAINTAINED, AND IF THE ACTION IS SUCCESSFUL IN
   37  WHOLE OR IN PART, WHAT REIMBURSEMENT IF ANY SHOULD BE MADE  OUT  OF  THE
   38  CORPORATE  TREASURY  TO  THE PLAINTIFF FOR REASONABLE EXPENSES INCLUDING
   39  ATTORNEY'S FEES, INCURRED IN THE PROSECUTION OF THE ACTION.
   40  S 720-A. LIABILITY OF DIRECTORS, OFFICERS AND TRUSTEES.
   41    EXCEPT AS PROVIDED IN SECTIONS 719 AND 720 OF THIS ARTICLE, AND EXCEPT
   42  ANY ACTION OR PROCEEDING BROUGHT BY THE ATTORNEY GENERAL OR, IN THE CASE
   43  OF A CHARITABLE TRUST, AN ACTION OR PROCEEDING AGAINST A TRUSTEE BROUGHT
   44  BY A BENEFICIARY OF SUCH TRUST, NO PERSON SERVING  WITHOUT  COMPENSATION
   45  AS  A DIRECTOR, OFFICER OR TRUSTEE OF A CORPORATION, ASSOCIATION, ORGAN-
   46  IZATION OR TRUST DESCRIBED IN SECTION 501(C)(3)  OF  THE  UNITED  STATES
   47  INTERNAL  REVENUE  CODE  SHALL  BE  LIABLE TO ANY PERSON OTHER THAN SUCH
   48  CORPORATION, ASSOCIATION, ORGANIZATION OR TRUST BASED SOLELY ON  HIS  OR
   49  HER  CONDUCT  IN THE EXECUTION OF SUCH OFFICE UNLESS THE CONDUCT OF SUCH
   50  DIRECTOR, OFFICER OR  TRUSTEE  WITH  RESPECT  TO  THE  PERSON  ASSERTING
   51  LIABILITY  CONSTITUTED  GROSS  NEGLIGENCE  OR  WAS INTENDED TO CAUSE THE
   52  RESULTING HARM TO THE PERSON ASSERTING SUCH LIABILITY. FOR  PURPOSES  OF
   53  THIS  SECTION,  SUCH A DIRECTOR, OFFICER OR TRUSTEE SHALL NOT BE CONSID-
   54  ERED COMPENSATED SOLELY BY REASON  OF  PAYMENT  OF  HIS  OR  HER  ACTUAL
   55  EXPENSES INCURRED IN ATTENDING MEETINGS OR OTHERWISE IN THE EXECUTION OF
   56  SUCH OFFICE.
       A. 5727                            60
    1  S  721.  NONEXCLUSIVITY  OF  STATUTORY PROVISIONS FOR INDEMNIFICATION OF
    2           DIRECTORS AND OFFICERS.
    3    THE  INDEMNIFICATION  AND ADVANCEMENT OF EXPENSES GRANTED PURSUANT TO,
    4  OR PROVIDED BY, THIS ARTICLE SHALL NOT BE DEEMED EXCLUSIVE OF ANY  OTHER
    5  RIGHTS  TO  WHICH  A  DIRECTOR  OR  OFFICER  SEEKING  INDEMNIFICATION OR
    6  ADVANCEMENT OF EXPENSES  MAY  BE  ENTITLED,  WHETHER  CONTAINED  IN  THE
    7  CERTIFICATE  OF INCORPORATION OR THE BY-LAWS OR, WHEN AUTHORIZED BY SUCH
    8  CERTIFICATE OF INCORPORATION OR BY-LAWS, (A) A  RESOLUTION  OF  MEMBERS,
    9  (B)  A  RESOLUTION  OF DIRECTORS, OR (C) AN AGREEMENT PROVIDING FOR SUCH
   10  INDEMNIFICATION, PROVIDED THAT NO INDEMNIFICATION MAY BE MADE TO  OR  ON
   11  BEHALF  OF  ANY DIRECTOR OR OFFICER IF A JUDGMENT OR OTHER FINAL ADJUDI-
   12  CATION ADVERSE TO THE DIRECTOR OR OFFICER ESTABLISHES THAT  HIS  OR  HER
   13  ACTS WERE COMMITTED IN BAD FAITH OR WERE THE RESULT OF ACTIVE AND DELIB-
   14  ERATE  DISHONESTY  AND  WERE  MATERIAL TO THE CAUSE OF ACTION SO ADJUDI-
   15  CATED, OR THAT HE OR SHE PERSONALLY GAINED IN FACT A FINANCIAL PROFIT OR
   16  OTHER ADVANTAGE TO WHICH HE OR SHE WAS  NOT  LEGALLY  ENTITLED.  NOTHING
   17  CONTAINED  IN THIS ARTICLE SHALL AFFECT ANY RIGHTS TO INDEMNIFICATION TO
   18  WHICH CORPORATE PERSONNEL OTHER THAN DIRECTORS AND OFFICERS MAY BE ENTI-
   19  TLED BY CONTRACT OR OTHERWISE UNDER LAW.
   20  S 722. AUTHORIZATION FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   21    (A) A CORPORATION MAY INDEMNIFY ANY PERSON, MADE, OR THREATENED TO  BE
   22  MADE,  A  PARTY  TO  AN ACTION OR PROCEEDING OTHER THAN ONE BY OR IN THE
   23  RIGHT OF THE CORPORATION TO PROCURE A JUDGMENT  IN  ITS  FAVOR,  WHETHER
   24  CIVIL  OR  CRIMINAL, INCLUDING AN ACTION BY OR IN THE RIGHT OF ANY OTHER
   25  CORPORATION OF ANY TYPE OR KIND, DOMESTIC OR FOREIGN,  OR  ANY  PARTNER-
   26  SHIP,  JOINT  VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE,
   27  WHICH ANY DIRECTOR OR OFFICER OF THE CORPORATION SERVED IN ANY  CAPACITY
   28  AT  THE  REQUEST  OF THE CORPORATION, BY REASON OF THE FACT THAT HE, HIS
   29  TESTATOR OR INTESTATE, WAS A DIRECTOR OR OFFICER OF THE CORPORATION,  OR
   30  SERVED  SUCH  OTHER  CORPORATION,  PARTNERSHIP,  JOINT  VENTURE,  TRUST,
   31  EMPLOYEE BENEFIT PLAN OR OTHER ENTERPRISE IN ANY CAPACITY, AGAINST JUDG-
   32  MENTS, FINES,  AMOUNTS  PAID  IN  SETTLEMENT  AND  REASONABLE  EXPENSES,
   33  INCLUDING  ATTORNEYS' FEES ACTUALLY AND NECESSARILY INCURRED AS A RESULT
   34  OF SUCH ACTION OR PROCEEDING, OR ANY APPEAL THEREIN, IF SUCH DIRECTOR OR
   35  OFFICER ACTED, IN GOOD FAITH, FOR A PURPOSE WHICH HE OR  SHE  REASONABLY
   36  BELIEVED  TO BE IN, OR, IN THE CASE OF SERVICE FOR ANY OTHER CORPORATION
   37  OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENEFIT PLAN OR OTHER
   38  ENTERPRISE, NOT OPPOSED TO, THE BEST INTERESTS OF THE  CORPORATION  AND,
   39  IN CRIMINAL ACTIONS OR PROCEEDINGS, IN ADDITION, HAD NO REASONABLE CAUSE
   40  TO BELIEVE THAT HIS OR HER CONDUCT WAS UNLAWFUL.
   41    (B) THE TERMINATION OF ANY SUCH CIVIL OR CRIMINAL ACTION OR PROCEEDING
   42  BY  JUDGMENT,  SETTLEMENT, CONVICTION OR UPON A PLEA OF NOLO CONTENDERE,
   43  OR ITS EQUIVALENT, SHALL NOT IN ITSELF CREATE  A  PRESUMPTION  THAT  ANY
   44  SUCH DIRECTOR OR OFFICER DID NOT ACT, IN GOOD FAITH, FOR A PURPOSE WHICH
   45  HE  OR  SHE REASONABLY BELIEVED TO BE IN, OR, IN THE CASE OF SERVICE FOR
   46  ANY OTHER CORPORATION OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE
   47  BENEFIT PLAN OR OTHER ENTERPRISE, NOT OPPOSED TO, THE BEST INTERESTS  OF
   48  THE  CORPORATION  OR THAT HE OR SHE HAD REASONABLE CAUSE TO BELIEVE THAT
   49  HIS OR HER CONDUCT WAS UNLAWFUL.
   50    (C) A CORPORATION MAY INDEMNIFY ANY PERSON MADE, OR THREATENED  TO  BE
   51  MADE,  A  PARTY  TO  AN  ACTION BY OR IN THE RIGHT OF THE CORPORATION TO
   52  PROCURE A JUDGMENT IN ITS FAVOR BY REASON  OF  THE  FACT  THAT  HE,  HIS
   53  TESTATOR  OR  INTESTATE,  IS  OR WAS A DIRECTOR OR OFFICER OF THE CORPO-
   54  RATION, OR IS OR WAS SERVING AT THE REQUEST  OF  THE  CORPORATION  AS  A
   55  DIRECTOR OR OFFICER OF ANY OTHER CORPORATION OF ANY TYPE OR KIND, DOMES-
   56  TIC OR FOREIGN, OF ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE BENE-
       A. 5727                            61
    1  FIT  PLAN  OR  OTHER  ENTERPRISE, AGAINST AMOUNTS PAID IN SETTLEMENT AND
    2  REASONABLE EXPENSES, INCLUDING ATTORNEYS' FEES, ACTUALLY AND NECESSARILY
    3  INCURRED BY HIM OR HER IN CONNECTION WITH THE DEFENSE OR  SETTLEMENT  OF
    4  SUCH  ACTION,  OR IN CONNECTION WITH AN APPEAL THEREIN, IF SUCH DIRECTOR
    5  OR OFFICER ACTED, IN GOOD FAITH, FOR A PURPOSE WHICH HE OR  SHE  REASON-
    6  ABLY  BELIEVED TO BE IN, OR, IN THE CASE OF SERVICE FOR ANY OTHER CORPO-
    7  RATION OR ANY PARTNERSHIP, JOINT VENTURE, TRUST, EMPLOYEE  BENEFIT  PLAN
    8  OR  OTHER  ENTERPRISE,  NOT OPPOSED TO, THE BEST INTERESTS OF THE CORPO-
    9  RATION, EXCEPT THAT NO INDEMNIFICATION UNDER  THIS  PARAGRAPH  SHALL  BE
   10  MADE IN RESPECT OF (1) A THREATENED ACTION, OR A PENDING ACTION WHICH IS
   11  SETTLED  OR  OTHERWISE DISPOSED OF, OR (2) ANY CLAIM, ISSUE OR MATTER AS
   12  TO WHICH SUCH PERSON SHALL HAVE BEEN ADJUDGED TO BE LIABLE TO THE CORPO-
   13  RATION, UNLESS AND ONLY TO THE EXTENT THAT THE COURT IN WHICH THE ACTION
   14  WAS BROUGHT, OR, IF NO ACTION WAS BROUGHT, ANY COURT OF COMPETENT JURIS-
   15  DICTION, DETERMINES UPON APPLICATION THAT, IN VIEW OF  ALL  THE  CIRCUM-
   16  STANCES  OF  THE  CASE,  THE PERSON IS FAIRLY AND REASONABLY ENTITLED TO
   17  INDEMNITY FOR SUCH PORTION OF THE SETTLEMENT AMOUNT AND EXPENSES AS  THE
   18  COURT DEEMS PROPER.
   19    (D)  FOR THE PURPOSE OF THIS SECTION, A CORPORATION SHALL BE DEEMED TO
   20  HAVE REQUESTED A PERSON TO SERVE AN  EMPLOYEE  BENEFIT  PLAN  WHERE  THE
   21  PERFORMANCE  BY SUCH PERSON OF HIS OR HER DUTIES TO THE CORPORATION ALSO
   22  IMPOSES DUTIES ON, OR OTHERWISE INVOLVES SERVICES BY, SUCH PERSON TO THE
   23  PLAN OR PARTICIPANTS OR BENEFICIARIES OF THE PLAN; EXCISE TAXES ASSESSED
   24  ON A PERSON WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN PURSUANT TO  APPLI-
   25  CABLE  LAW  SHALL  BE CONSIDERED FINES; AND ACTION TAKEN OR OMITTED BY A
   26  PERSON WITH RESPECT TO AN EMPLOYEE BENEFIT PLAN IN  THE  PERFORMANCE  OF
   27  SUCH PERSON'S DUTIES FOR A PURPOSE REASONABLY BELIEVED BY SUCH PERSON TO
   28  BE  IN  THE  INTEREST  OF THE PARTICIPANTS AND BENEFICIARIES OF THE PLAN
   29  SHALL BE DEEMED TO BE FOR A PURPOSE WHICH IS NOT  OPPOSED  TO  THE  BEST
   30  INTERESTS OF THE CORPORATION.
   31  S 723. PAYMENT OF INDEMNIFICATION OTHER THAN BY COURT AWARD.
   32    (A)  A  PERSON WHO HAS BEEN SUCCESSFUL, ON THE MERITS OR OTHERWISE, IN
   33  THE DEFENSE OF A CIVIL OR CRIMINAL ACTION OR PROCEEDING OF THE CHARACTER
   34  DESCRIBED IN SECTION 722 OF THIS ARTICLE SHALL BE ENTITLED TO INDEMNIFI-
   35  CATION AS AUTHORIZED IN SUCH SECTION.
   36    (B) EXCEPT AS PROVIDED IN PARAGRAPH (A) OF THIS SECTION, ANY  INDEMNI-
   37  FICATION  UNDER  SECTION  722  OF THIS ARTICLE OR OTHERWISE PERMITTED BY
   38  SECTION 721 OF THIS ARTICLE, UNLESS ORDERED BY A COURT UNDER SECTION 724
   39  OF THIS ARTICLE, SHALL BE MADE BY THE CORPORATION, ONLY IF AUTHORIZED IN
   40  THE SPECIFIC CASE:
   41    (1) BY THE BOARD ACTING BY A QUORUM CONSISTING OF  DIRECTORS  WHO  ARE
   42  NOT  PARTIES TO SUCH ACTION OR PROCEEDING UPON A FINDING THAT THE DIREC-
   43  TOR OR OFFICER HAS MET THE STANDARD OF CONDUCT SET FORTH IN SECTION  722
   44  OF  THIS ARTICLE OR ESTABLISHED PURSUANT TO SECTION 721 OF THIS ARTICLE,
   45  AS THE CASE MAY BE, OR,
   46    (2) IF A QUORUM UNDER  SUBPARAGRAPH  (1)  OF  THIS  PARAGRAPH  IS  NOT
   47  OBTAINABLE  OR,  EVEN IF OBTAINABLE, A QUORUM OF DISINTERESTED DIRECTORS
   48  SO DIRECTS:
   49    (A) BY THE BOARD UPON THE OPINION  IN  WRITING  OF  INDEPENDENT  LEGAL
   50  COUNSEL  THAT INDEMNIFICATION IS PROPER IN THE CIRCUMSTANCES BECAUSE THE
   51  APPLICABLE STANDARD OF CONDUCT SET FORTH IN SUCH SECTIONS HAS  BEEN  MET
   52  BY SUCH DIRECTOR OR OFFICER, OR
   53    (B) BY THE MEMBERS UPON A FINDING THAT THE DIRECTOR OR OFFICER HAS MET
   54  THE APPLICABLE STANDARD OF CONDUCT SET FORTH IN SUCH SECTIONS.
   55    (C)  EXPENSES  INCURRED  IN  DEFENDING  A  CIVIL OR CRIMINAL ACTION OR
   56  PROCEEDING MAY BE PAID BY THE CORPORATION IN ADVANCE OF THE FINAL DISPO-
       A. 5727                            62
    1  SITION OF SUCH ACTION OR PROCEEDING UPON RECEIPT OF AN UNDERTAKING BY OR
    2  ON BEHALF OF SUCH DIRECTOR OR OFFICER TO REPAY SUCH AMOUNT  AS,  AND  TO
    3  THE EXTENT, REQUIRED BY PARAGRAPH (A) OF SECTION 725 OF THIS ARTICLE.
    4  S 724. INDEMNIFICATION OF DIRECTORS AND OFFICERS BY A COURT.
    5    (A) NOTWITHSTANDING THE FAILURE OF A CORPORATION TO PROVIDE INDEMNIFI-
    6  CATION,  AND  DESPITE  ANY  CONTRARY  RESOLUTION  OF THE BOARD OR OF THE
    7  MEMBERS IN THE SPECIFIC CASE UNDER SECTION 723 OF THIS ARTICLE, INDEMNI-
    8  FICATION SHALL BE AWARDED BY A COURT  TO  THE  EXTENT  AUTHORIZED  UNDER
    9  SECTION 722, AND PARAGRAPH (A) OF SECTION 723 OF THIS ARTICLE.  APPLICA-
   10  TION THEREFOR MAY BE MADE, IN EVERY CASE, EITHER:
   11    (1)  IN  THE  CIVIL  ACTION  OR  PROCEEDING IN WHICH THE EXPENSES WERE
   12  INCURRED OR OTHER AMOUNTS WERE PAID, OR
   13    (2) TO THE SUPREME COURT IN A SEPARATE PROCEEDING, IN WHICH  CASE  THE
   14  APPLICATION  SHALL SET FORTH THE DISPOSITION OF ANY PREVIOUS APPLICATION
   15  MADE TO ANY COURT FOR THE SAME OR SIMILAR  RELIEF  AND  ALSO  REASONABLE
   16  CAUSE  FOR THE FAILURE TO MAKE APPLICATION FOR SUCH RELIEF IN THE ACTION
   17  OR PROCEEDING IN WHICH THE EXPENSES WERE INCURRED OR OTHER AMOUNTS  WERE
   18  PAID.
   19    (B)  THE  APPLICATION  SHALL BE MADE IN SUCH MANNER AND FORM AS MAY BE
   20  REQUIRED BY THE APPLICABLE RULES OF COURT OR, IN THE ABSENCE THEREOF, BY
   21  DIRECTION OF A COURT TO WHICH IT IS MADE. SUCH APPLICATION SHALL BE UPON
   22  NOTICE TO THE CORPORATION. THE COURT MAY  ALSO  DIRECT  THAT  NOTICE  BE
   23  GIVEN  AT  THE  EXPENSE OF THE CORPORATION TO THE MEMBERS AND SUCH OTHER
   24  PERSONS AS IT MAY DESIGNATE IN SUCH MANNER AS IT MAY REQUIRE.
   25    (C) WHERE INDEMNIFICATION IS SOUGHT BY JUDICIAL ACTION, THE COURT  MAY
   26  ALLOW  A  PERSON  SUCH  REASONABLE  EXPENSES, INCLUDING ATTORNEYS' FEES,
   27  DURING THE PENDENCY OF THE LITIGATION AS  ARE  NECESSARY  IN  CONNECTION
   28  WITH  SUCH  PERSON'S  DEFENSE  THEREIN, IF THE COURT SHALL FIND THAT THE
   29  DEFENDANT HAS BY HIS OR HER PLEADINGS OR DURING THE COURSE OF THE  LITI-
   30  GATION RAISED GENUINE ISSUES OF FACT OR LAW.
   31  S 725. OTHER PROVISIONS AFFECTING INDEMNIFICATION OF DIRECTORS AND OFFI-
   32           CERS.
   33    (A)  ALL  EXPENSES INCURRED IN DEFENDING A CIVIL OR CRIMINAL ACTION OR
   34  PROCEEDING WHICH ARE ADVANCED BY THE CORPORATION UNDER PARAGRAPH (C)  OF
   35  SECTION 723 OF THIS ARTICLE OR ALLOWED BY A COURT UNDER PARAGRAPH (C) OF
   36  SECTION 724 OF THIS ARTICLE SHALL BE REPAID IN CASE THE PERSON RECEIVING
   37  SUCH  ADVANCEMENT  OR ALLOWANCE IS ULTIMATELY FOUND, UNDER THE PROCEDURE
   38  SET FORTH IN THIS ARTICLE, NOT TO BE  ENTITLED  TO  INDEMNIFICATION  OR,
   39  WHERE INDEMNIFICATION IS GRANTED, TO THE EXTENT THE EXPENSES SO ADVANCED
   40  BY THE CORPORATION OR ALLOWED BY THE COURT EXCEED THE INDEMNIFICATION TO
   41  WHICH HE OR SHE IS ENTITLED.
   42    (B)  NO  INDEMNIFICATION, ADVANCEMENT OR ALLOWANCE SHALL BE MADE UNDER
   43  THIS ARTICLE IN ANY CIRCUMSTANCE WHERE IT APPEARS:
   44    (1) THAT THE INDEMNIFICATION WOULD BE INCONSISTENT WITH THE LAW OF THE
   45  JURISDICTION OF INCORPORATION OF A FOREIGN CORPORATION  WHICH  PROHIBITS
   46  OR OTHERWISE LIMITS SUCH INDEMNIFICATION; OR
   47    (2) THAT THE INDEMNIFICATION WOULD BE INCONSISTENT WITH A PROVISION OF
   48  THE CERTIFICATE OF INCORPORATION, A BY-LAW, A RESOLUTION OF THE BOARD OR
   49  OF THE MEMBERS, AN AGREEMENT OR OTHER PROPER CORPORATE ACTION, IN EFFECT
   50  AT  THE  TIME  OF THE ACCRUAL OF THE ALLEGED CAUSE OF ACTION ASSERTED IN
   51  THE THREATENED OR PENDING ACTION OR PROCEEDING  IN  WHICH  THE  EXPENSES
   52  WERE  INCURRED  OR OTHER AMOUNTS WERE PAID, WHICH PROHIBITS OR OTHERWISE
   53  LIMITS INDEMNIFICATION; OR
   54    (3) IF THERE HAS BEEN A SETTLEMENT APPROVED BY  THE  COURT,  THAT  THE
   55  INDEMNIFICATION WOULD BE INCONSISTENT WITH ANY CONDITION WITH RESPECT TO
       A. 5727                            63
    1  INDEMNIFICATION  EXPRESSLY IMPOSED BY THE COURT IN APPROVING THE SETTLE-
    2  MENT.
    3    (C)  IF  ANY EXPENSES OR OTHER AMOUNTS ARE PAID BY WAY OF INDEMNIFICA-
    4  TION, OTHERWISE THAN BY COURT ORDER OR ACTION BY THE MEMBERS, THE CORPO-
    5  RATION SHALL PREPARE  A  STATEMENT  SPECIFYING  THE  PERSONS  PAID,  THE
    6  AMOUNTS  PAID,  AND THE NATURE AND STATUS AT THE TIME OF SUCH PAYMENT OF
    7  THE LITIGATION OR THREATENED LITIGATION, AND
    8    (1) NOT LATER THAN THE NEXT ANNUAL MEETING  OF  MEMBERS,  UNLESS  SUCH
    9  MEETING  IS HELD WITHIN THREE MONTHS FROM THE DATE OF SUCH PAYMENT, AND,
   10  IN ANY EVENT, WITHIN FIFTEEN MONTHS OF THE DATE OF SUCH  PAYMENT,  SHALL
   11  MAIL THE STATEMENT TO ITS MEMBERS OF RECORD ENTITLED AT THE TIME TO VOTE
   12  FOR THE ELECTION OF DIRECTORS; OR
   13    (2)  IF THE CORPORATION HAS NO MEMBERS, SHALL INCLUDE THE STATEMENT IN
   14  THE RECORDS OF THE CORPORATION OPEN TO PUBLIC INSPECTION; OR
   15    (3) IF THE CORPORATION IS A CEMETERY CORPORATION, AS DEFINED IN  PARA-
   16  GRAPH  (A) OF SECTION 1502 OF THIS CHAPTER, WHICH TERM, FOR THE PURPOSES
   17  OF THIS SECTION, SHALL INCLUDE A RELIGIOUS CORPORATION  HAVING  MEMBERS,
   18  (A)  BY  INCLUDING THE STATEMENT REQUIRED BY THIS PARAGRAPH OR PARAGRAPH
   19  (D) OF SECTION 726 OF THIS ARTICLE, AS THE CASE MAY BE IN THE RECORDS OF
   20  THE CORPORATION OPEN TO PUBLIC INSPECTION; (B) BY INCLUDING THE INFORMA-
   21  TION REQUIRED BY THE STATEMENT IN ANY NOTICE PUBLISHED PURSUANT  TO  THE
   22  PROVISIONS  OF SECTION 605 OF THIS ARTICLE, EXCEPT AS OTHERWISE PROVIDED
   23  BY LAW; (C) BY ENCLOSING THE STATEMENT WITH THE NOTICE OF ANNUAL MEETING
   24  IF SUCH NOTICE IS IN FACT MAILED TO THE MEMBERS; AND (D) BY RAISING  THE
   25  ISSUE FOR APPROVAL AT THE NEXT ANNUAL MEETING OF THE MEMBERS.
   26    (D)  IF  ANY  ACTION  WITH RESPECT TO INDEMNIFICATION OF DIRECTORS AND
   27  OFFICERS IS TAKEN BY WAY OF AMENDMENT  OF  THE  BY-LAWS,  RESOLUTION  OF
   28  DIRECTORS,  OR  BY AGREEMENT, THEN THE CORPORATION SHALL, NOT LATER THAN
   29  THE NEXT ANNUAL MEETING OF MEMBERS, UNLESS SUCH MEETING IS  HELD  WITHIN
   30  THREE  MONTHS  FROM  THE  DATE OF SUCH ACTION, AND, IN ANY EVENT, WITHIN
   31  FIFTEEN MONTHS FROM THE DATE OF SUCH ACTION,  MAIL  TO  ITS  MEMBERS  OF
   32  RECORD  AT  THE  TIME  ENTITLED  TO VOTE FOR THE ELECTION OF DIRECTORS A
   33  STATEMENT SPECIFYING  THE  ACTION  TAKEN.  IF  THE  CORPORATION  HAS  NO
   34  MEMBERS,  THE  STATEMENT  SHALL BE INCLUDED IN THE RECORDS OF THE CORPO-
   35  RATION OPEN TO PUBLIC INSPECTION.
   36    (E) THE PROVISIONS OF THIS  ARTICLE  RELATING  TO  INDEMNIFICATION  OF
   37  DIRECTORS  AND  OFFICERS  AND INSURANCE THEREFOR SHALL APPLY TO DOMESTIC
   38  CORPORATIONS AND FOREIGN  CORPORATIONS  CONDUCTING  ACTIVITIES  IN  THIS
   39  STATE, EXCEPT AS PROVIDED IN SECTION 1321 OF THIS CHAPTER.
   40  S 726. INSURANCE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.
   41    (A) SUBJECT TO PARAGRAPH (B) OF THIS SECTION, A CORPORATION SHALL HAVE
   42  POWER TO PURCHASE AND MAINTAIN INSURANCE:
   43    (1) TO INDEMNIFY THE CORPORATION FOR ANY OBLIGATION WHICH IT INCURS AS
   44  A  RESULT  OF  THE  INDEMNIFICATION  OF DIRECTORS AND OFFICERS UNDER THE
   45  PROVISIONS OF THIS ARTICLE, AND
   46    (2) TO INDEMNIFY DIRECTORS AND OFFICERS IN INSTANCES IN WHICH THEY MAY
   47  BE INDEMNIFIED BY THE CORPORATION UNDER THE PROVISIONS OF THIS  ARTICLE,
   48  AND
   49    (3) TO INDEMNIFY DIRECTORS AND OFFICERS IN INSTANCES IN WHICH THEY MAY
   50  NOT  OTHERWISE BE INDEMNIFIED BY THE CORPORATION UNDER THE PROVISIONS OF
   51  THIS ARTICLE PROVIDED THE CONTRACT OF INSURANCE COVERING SUCH  DIRECTORS
   52  AND  OFFICERS  PROVIDES, IN A MANNER ACCEPTABLE TO THE SUPERINTENDENT OF
   53  INSURANCE, FOR A RETENTION AMOUNT AND FOR CO-INSURANCE.
   54    (B) NO INSURANCE UNDER PARAGRAPH (A) OF THIS SECTION MAY  PROVIDE  FOR
   55  ANY PAYMENT, OTHER THAN COST OF DEFENSE, TO OR ON BEHALF OF ANY DIRECTOR
   56  OR OFFICER:
       A. 5727                            64
    1    (1)  IF  A JUDGMENT OR OTHER FINAL ADJUDICATION ADVERSE TO THE INSURED
    2  DIRECTOR OR OFFICER ESTABLISHES THAT HIS  OR  HER  ACTS  OF  ACTIVE  AND
    3  DELIBERATE  DISHONESTY  WERE  MATERIAL TO THE CAUSE OF ACTION SO ADJUDI-
    4  CATED, OR THAT HE OR SHE PERSONALLY GAINED IN FACT A FINANCIAL PROFIT OR
    5  OTHER ADVANTAGE TO WHICH HE OR SHE WAS NOT LEGALLY ENTITLED, OR
    6    (2) IN RELATION TO ANY RISK THE INSURANCE OF WHICH IS PROHIBITED UNDER
    7  THE INSURANCE LAW OF THIS STATE.
    8    (C)  INSURANCE UNDER ANY OR ALL SUBPARAGRAPHS OF PARAGRAPH (A) OF THIS
    9  SECTION MAY BE INCLUDED IN A  SINGLE  CONTRACT  OR  SUPPLEMENT  THERETO.
   10  RETROSPECTIVE RATED CONTRACTS ARE PROHIBITED.
   11    (D) THE CORPORATION SHALL, WITHIN THE TIME AND TO THE PERSONS PROVIDED
   12  IN  PARAGRAPH  (C)  OF  SECTION 725 OF THIS ARTICLE, MAIL A STATEMENT IN
   13  RESPECT TO ANY INSURANCE IT HAS PURCHASED OR RENEWED UNDER THIS SECTION,
   14  SPECIFYING THE INSURANCE CARRIER, DATE OF  THE  CONTRACT,  COST  OF  THE
   15  INSURANCE,  CORPORATE  POSITIONS INSURED, AND A STATEMENT EXPLAINING ALL
   16  SUMS, NOT PREVIOUSLY REPORTED IN A STATEMENT TO MEMBERS, PAID UNDER  ANY
   17  INDEMNIFICATION  INSURANCE CONTRACT. NOTWITHSTANDING ANY OTHER PROVISION
   18  OF LAW, A CEMETERY CORPORATION OR A RELIGIOUS CORPORATION HAVING MEMBERS
   19  WHICH PURCHASES OR RENEWS ANY INSURANCE UNDER  THIS  SECTION  AFTER  THE
   20  EFFECTIVE  DATE  OF  THIS  PARAGRAPH,  WHICH CORPORATION HAD TWO HUNDRED
   21  FIFTY OR MORE INTERMENTS IN THE CALENDAR YEAR PRECEDING SUCH PURCHASE OR
   22  RENEWAL, SHALL MAIL THE STATEMENT REQUIRED  BY  THIS  SECTION  TO  EVERY
   23  PERSON  TO WHOM A CARE NOTICE OR SOLICITATION FOR SERVICES HAS BEEN SENT
   24  DURING SUCH CALENDAR YEAR AND TO EVERY PERSON TO WHOM A NOTICE OF ANNUAL
   25  MEETING WAS MAILED DURING SUCH CALENDAR YEAR, BUT IN NO  EVENT  TO  LESS
   26  THAN  TEN  PER  CENTUM  OF THE LOT OWNERS OF RECORD DURING SUCH CALENDAR
   27  YEAR. SUCH CORPORATION SHALL NOT BE  REQUIRED  TO  MAIL  SUCH  STATEMENT
   28  DURING  ANY  SUBSEQUENT  YEAR,  UNLESS  SUCH  CORPORATION ELECTS TO MAIL
   29  NOTICES OF ANNUAL MEETING TO ITS MEMBERS IN WHICH  EVENT  THE  STATEMENT
   30  SHALL BE ENCLOSED AS PROVIDED IN CLAUSE (C) OF SUBPARAGRAPH (3) OF PARA-
   31  GRAPH  (C)  OF  SECTION  725 OF THIS ARTICLE.  A CORPORATION HAVING LESS
   32  THAN TWO HUNDRED FIFTY INTERMENTS IN THE CALENDAR  YEAR  PRECEDING  SUCH
   33  PURCHASE  OR RENEWAL SHALL NOT BE REQUIRED TO MAIL SUCH STATEMENT UNLESS
   34  SUCH CORPORATION ELECTS TO MAIL NOTICES OF ANNUAL MEETING TO ITS MEMBERS
   35  IN WHICH EVENT THE STATEMENT SHALL BE ENCLOSED AS PROVIDED IN CLAUSE (C)
   36  OF SUBPARAGRAPH (3) OF PARAGRAPH (C) OF SECTION 725 OF THIS ARTICLE.
   37    S 8. Article 8 of the not-for-profit corporation law is REPEALED and a
   38  new article 8 is added to read as follows:
   39                                   ARTICLE 8
   40                           AMENDMENTS AND CHANGES
   41  SECTION 801. RIGHT TO AMEND CERTIFICATE OF INCORPORATION.
   42          802. AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS VOTE.
   43          803. CLASS VOTING ON AMENDMENT.
   44          804. CERTIFICATE OF AMENDMENT; CONTENTS.
   45          805. CERTIFICATE OF CHANGE; CONTENTS.
   46          806. APPROVALS AND EFFECT.
   47          807. RESTATED CERTIFICATE OF INCORPORATION.
   48  S 801. RIGHT TO AMEND CERTIFICATE OF INCORPORATION.
   49    (A) A CORPORATION MAY AMEND ITS  CERTIFICATE  OF  INCORPORATION,  FROM
   50  TIME  TO  TIME,  IN  ANY AND AS MANY RESPECTS AS MAY BE DESIRED, IF SUCH
   51  AMENDMENT CONTAINS ONLY SUCH PROVISIONS AS MIGHT BE  LAWFULLY  CONTAINED
   52  IN  AN ORIGINAL CERTIFICATE OF INCORPORATION FILED AT THE TIME OF MAKING
   53  SUCH AMENDMENT. NO AMENDMENT TO A CERTIFICATE OF INCORPORATION SHALL  BE
   54  ADOPTED  THE  EFFECT  OF  WHICH  WOULD BE TO USE ANY ASSETS RECEIVED FOR
   55  SPECIFIC PURPOSES IN A MANNER INCONSISTENT WITH SUCH PURPOSES.
       A. 5727                            65
    1    (B) IN PARTICULAR, AND WITHOUT LIMITATION UPON SUCH GENERAL  POWER  OF
    2  AMENDMENT,  A  CORPORATION  MAY  AMEND ITS CERTIFICATE OF INCORPORATION,
    3  FROM TIME TO TIME, SO AS:
    4    (1) TO CHANGE ITS CORPORATE NAME.
    5    (2) TO ENLARGE, LIMIT OR OTHERWISE CHANGE ITS CORPORATE PURPOSES.
    6    (3) TO SPECIFY, CHANGE OR REVOKE THE VOTING RIGHTS OF ITS DIRECTORS OR
    7  MEMBERS OR OF ANY CLASS OF MEMBERS.
    8    (4)  TO  SPECIFY  OR  CHANGE  THE LOCATION OF THE OFFICE OF THE CORPO-
    9  RATION.
   10    (5) TO SPECIFY OR CHANGE THE POST OFFICE ADDRESS TO WHICH  THE  SECRE-
   11  TARY  OF  STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST THE CORPORATION
   12  SERVED UPON THE SECRETARY OF STATE.
   13    (6) TO MAKE, REVOKE OR CHANGE THE DESIGNATION OF A  REGISTERED  AGENT,
   14  OR TO SPECIFY OR CHANGE THE ADDRESS OF ITS REGISTERED AGENT.
   15    (7)  TO  EXTEND THE DURATION OF THE CORPORATION OR, IF THE CORPORATION
   16  CEASED TO EXIST BECAUSE OF THE EXPIRATION OF THE DURATION  SPECIFIED  IN
   17  ITS CERTIFICATE OF INCORPORATION, TO REVIVE ITS EXISTENCE.
   18    (8)  TO  AUTHORIZE THE ISSUANCE OF CAPITAL CERTIFICATES AND TO FIX THE
   19  FACE VALUE AND TERMS OF SUCH CERTIFICATES AND THE RIGHTS AND  PRIVILEGES
   20  OF  THEIR  HOLDERS  AND THE MANNER IN WHICH THE TERMS, RIGHTS AND PRIVI-
   21  LEGES MAY BE AMENDED AND TO CONFER UPON THE HOLDERS OF SUCH CERTIFICATES
   22  THE RIGHT TO VOTE IN THE  ELECTION  OF  DIRECTORS  AND  UPON  ANY  OTHER
   23  MATTERS AS MAY BE SET FORTH.
   24    (9)  TO  STRIKE OUT, CHANGE OR ADD ANY PROVISION NOT INCONSISTENT WITH
   25  THIS CHAPTER OR ANY OTHER STATUTE RELATING TO THE AFFAIRS OF THE  CORPO-
   26  RATION,  ITS  RIGHTS  OR  POWERS OR THE RIGHTS OR POWERS OF ITS MEMBERS,
   27  DIRECTORS OR OFFICERS, INCLUDING ANY PROVISION WHICH UNDER THIS  CHAPTER
   28  IS  REQUIRED  OR PERMITTED TO BE SET FORTH IN THE BY-LAWS, EXCEPT THAT A
   29  CERTIFICATE OF AMENDMENT MAY NOT BE FILED WHEREIN THE  DURATION  OF  THE
   30  CORPORATION SHALL BE REDUCED.
   31    (C)  A  CORPORATION  CREATED  BY SPECIAL ACT MAY ACCOMPLISH ANY OR ALL
   32  AMENDMENTS PERMITTED IN THIS ARTICLE, IN THE MANNER AND SUBJECT  TO  THE
   33  CONDITIONS PROVIDED IN THIS ARTICLE.
   34  S 802. AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS VOTE.
   35    (A)  AMENDMENT  OR CHANGE OF THE CERTIFICATE OF INCORPORATION SHALL BE
   36  AUTHORIZED:
   37    (1) IF THERE ARE MEMBERS ENTITLED TO VOTE THEREON, BY MAJORITY VOTE OF
   38  SUCH MEMBERS AT A MEETING AS PROVIDED IN PARAGRAPH (C) OF SECTION 613 OF
   39  THIS CHAPTER;
   40    (2) IF THERE ARE NO MEMBERS ENTITLED TO VOTE THEREON,  BY  VOTE  OF  A
   41  MAJORITY OF THE ENTIRE BOARD;
   42  PROVIDED,  HOWEVER, THAT WHENEVER THE CERTIFICATE OF INCORPORATION SHALL
   43  REQUIRE ACTION BY THE BOARD OF DIRECTORS OR THE MEMBERS BY A VOTE  OF  A
   44  GREATER  NUMBER  OR  PERCENTAGE  THAN IS REQUIRED BY ANY SECTION OF THIS
   45  ARTICLE, THE PROVISION OF THE  CERTIFICATE  OF  INCORPORATION  REQUIRING
   46  SUCH  GREATER  VOTE  SHALL NOT BE ALTERED, AMENDED OR REPEALED EXCEPT BY
   47  SUCH GREATER VOTE.
   48    (B) ALTERNATIVELY, ANY ONE OR MORE OF THE  FOLLOWING  CHANGES  MAY  BE
   49  AUTHORIZED BY OR PURSUANT TO AUTHORIZATION OF THE BOARD:
   50    (1) TO SPECIFY OR CHANGE THE LOCATION OF THE CORPORATION'S OFFICE.
   51    (2)  TO  SPECIFY OR CHANGE THE POST OFFICE ADDRESS TO WHICH THE SECRE-
   52  TARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST  THE  CORPORATION
   53  SERVED UPON THE SECRETARY OF STATE.
   54    (3)  TO  MAKE, REVOKE OR CHANGE THE DESIGNATION OF A REGISTERED AGENT,
   55  OR TO SPECIFY OR CHANGE THE ADDRESS OF ITS REGISTERED AGENT.
       A. 5727                            66
    1    (C) THIS SECTION SHALL NOT ALTER THE VOTE  REQUIRED  UNDER  ANY  OTHER
    2  SECTION  FOR  THE AUTHORIZATION OF AN AMENDMENT REFERRED TO THEREIN, NOR
    3  ALTER THE AUTHORITY OF THE BOARD TO AUTHORIZE AMENDMENTS UNDER ANY OTHER
    4  SECTION.
    5  S 803. CLASS VOTING ON AMENDMENT.
    6    NOTWITHSTANDING  ANY  PROVISION IN THE CERTIFICATE OF INCORPORATION OR
    7  BY-LAWS, MEMBERS OF A CLASS SHALL BE ENTITLED TO VOTE AND TO VOTE  AS  A
    8  CLASS  UPON  THE  AUTHORIZATION  OF AN AMENDMENT AND, IN ADDITION TO THE
    9  AUTHORIZATION OF THE AMENDMENT BY A MAJORITY OF ALL MEMBERS ENTITLED  TO
   10  VOTE  THEREON,  THE  AMENDMENT  SHALL BE AUTHORIZED BY A MAJORITY OF THE
   11  MEMBERS OF THE CLASS WHEN A PROPOSED AMENDMENT WOULD  EXCLUDE  OR  LIMIT
   12  THEIR  RIGHT  TO VOTE ON ANY MATTER, EXCEPT AS SUCH RIGHT MAY BE LIMITED
   13  BY VOTING RIGHTS GIVEN TO MEMBERS OF ANY EXISTING OR NEW CLASS.
   14  S 804. CERTIFICATE OF AMENDMENT; CONTENTS.
   15    (A) TO ACCOMPLISH ANY AMENDMENT, A CERTIFICATE OF  AMENDMENT  ENTITLED
   16  "CERTIFICATE  OF  AMENDMENT  OF  THE  CERTIFICATE  OF  INCORPORATION  OF
   17  ................................... (NAME OF CORPORATION) UNDER  SECTION
   18  804  OF THE NON-PROFIT CORPORATION LAW" SHALL BE SIGNED AND DELIVERED TO
   19  THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
   20    (1) THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE  NAME
   21  UNDER WHICH IT WAS FORMED.
   22    (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
   23  MENT OF STATE AND THE LAW UNDER WHICH IT WAS FORMED.
   24    (3)  EACH AMENDMENT EFFECTED THEREBY, SETTING FORTH THE SUBJECT MATTER
   25  OF EACH PROVISION OF THE CERTIFICATE OF INCORPORATION  WHICH  IS  TO  BE
   26  AMENDED  OR ELIMINATED AND THE FULL TEXT OF THE PROVISION OR PROVISIONS,
   27  IF ANY, WHICH ARE TO BE SUBSTITUTED OR ADDED.
   28    (4) THE MANNER IN WHICH THE AMENDMENT OF THE CERTIFICATE  OF  INCORPO-
   29  RATION WAS AUTHORIZED.
   30    (B) ANY NUMBER OF AMENDMENTS OR CHANGES MAY BE INCLUDED IN ONE CERTIF-
   31  ICATE  UNDER  THIS SECTION. SUCH CERTIFICATE MAY ALSO INCLUDE ANY AMEND-
   32  MENTS OR CHANGES PERMITTED BY  OTHER  SECTIONS  AND  IN  THAT  CASE  THE
   33  CERTIFICATE  SHALL  SET  FORTH  ANY ADDITIONAL STATEMENT REQUIRED BY ANY
   34  OTHER SECTION SPECIFYING THE CONTENTS OF A CERTIFICATE  TO  EFFECT  SUCH
   35  AMENDMENT OR CHANGE.
   36  S 805.  CERTIFICATE OF CHANGE; CONTENTS.
   37    (A)  ANY  ONE  OR  MORE  OF THE CHANGES AUTHORIZED BY PARAGRAPH (B) OF
   38  SECTION 802 OF THIS ARTICLE (AUTHORIZATION OF AMENDMENT OR CHANGE, CLASS
   39  VOTE) MAY BE ACCOMPLISHED BY FILING A CERTIFICATE OF CHANGE WHICH  SHALL
   40  BE        ENTITLED        "CERTIFICATE        OF        CHANGE        OF
   41  ......................................... (NAME  OF  CORPORATION)  UNDER
   42  SECTION  805  OF THE NON-PROFIT CORPORATION LAW" AND SHALL BE SIGNED AND
   43  DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
   44    (1) THE NAME OF THE CORPORATION AND IF IT HAS BEEN CHANGED,  THE  NAME
   45  UNDER WHICH IT WAS FORMED.
   46    (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
   47  MENT OF STATE.
   48    (3) EACH CHANGE EFFECTED THEREBY.
   49    (4) THE MANNER IN WHICH THE CHANGE WAS AUTHORIZED.
   50    (B) A CERTIFICATE OF CHANGE WHICH CHANGES ONLY THE POST OFFICE ADDRESS
   51  TO WHICH THE SECRETARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST
   52  THE CORPORATION SERVED UPON THE SECRETARY OF STATE OR THE ADDRESS OF THE
   53  REGISTERED  AGENT, PROVIDED SUCH ADDRESS BEING CHANGED IS THE ADDRESS OF
   54  A PERSON, PARTNERSHIP OR OTHER CORPORATION WHOSE ADDRESS, AS  AGENT,  IS
   55  THE ADDRESS TO BE CHANGED OR WHO HAS BEEN DESIGNATED AS REGISTERED AGENT
   56  FOR  SUCH  CORPORATION, MAY BE SIGNED AND DELIVERED TO THE DEPARTMENT OF
       A. 5727                            67
    1  STATE BY SUCH AGENT. THE CERTIFICATE  OF  CHANGE  SHALL  SET  FORTH  THE
    2  STATEMENTS  REQUIRED  UNDER  SUBPARAGRAPHS (1), (2) AND (3) OF PARAGRAPH
    3  (A) OF THIS SECTION; THAT A NOTICE OF THE PROPOSED CHANGE WAS MAILED  TO
    4  THE CORPORATION BY THE PARTY SIGNING THE CERTIFICATE NOT LESS THAN THIR-
    5  TY  DAYS  PRIOR  TO THE DATE OF DELIVERY TO THE DEPARTMENT AND THAT SUCH
    6  CORPORATION HAS NOT OBJECTED THERETO; AND THAT  THE  PARTY  SIGNING  THE
    7  CERTIFICATE IS THE AGENT OF SUCH CORPORATION TO WHOSE ADDRESS THE SECRE-
    8  TARY  OF  STATE  IS REQUIRED TO MAIL COPIES OF PROCESS OR THE REGISTERED
    9  AGENT, IF SUCH BE THE CASE. A CERTIFICATE  SIGNED  AND  DELIVERED  UNDER
   10  THIS PARAGRAPH SHALL NOT BE DEEMED TO EFFECT A CHANGE OF LOCATION OF THE
   11  OFFICE OF THE CORPORATION IN WHOSE BEHALF SUCH CERTIFICATE IS FILED.
   12  S 806.  APPROVALS AND EFFECT.
   13    (A) A CERTIFICATE OF AMENDMENT SHALL BE DELIVERED TO THE DEPARTMENT OF
   14  STATE.  UPON  THE FILING OF A CERTIFICATE OF AMENDMENT BY THE DEPARTMENT
   15  OF STATE, THE CORPORATION SHALL SUBMIT A CERTIFIED COPY OF SUCH  CERTIF-
   16  ICATE  WITHIN  THIRTY DAYS OF THE FILING THEREOF TO SUCH OTHER PERSON OR
   17  GOVERNMENTAL BODY AS DESIGNATED IN SECTION 404 OF THIS CHAPTER.
   18    (B) THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE OF  AMENDMENT
   19  REVIVING  THE  EXISTENCE OF A CORPORATION IF THE NAME OF THE CORPORATION
   20  BEING REVIVED IS NOT AVAILABLE UNDER SECTION 301 OF THIS CHAPTER FOR USE
   21  BY A CORPORATION THEN  BEING  FORMED  UNDER  THIS  CHAPTER,  UNLESS  THE
   22  CERTIFICATE OF AMENDMENT SHALL CHANGE THE NAME TO ONE WHICH IS AVAILABLE
   23  FOR SUCH USE.
   24    (C)  NO  AMENDMENT OR CHANGE SHALL AFFECT ANY EXISTING CAUSE OF ACTION
   25  IN FAVOR OF OR AGAINST THE CORPORATION, OR ANY PENDING SUIT TO WHICH  IT
   26  SHALL  BE A PARTY, OR THE EXISTING RIGHTS OF PERSONS OTHER THAN MEMBERS;
   27  AND IN THE EVENT THE CORPORATE NAME SHALL BE CHANGED, NO SUIT BROUGHT BY
   28  OR AGAINST THE CORPORATION UNDER ITS FORMER NAME SHALL  ABATE  FOR  THAT
   29  REASON.
   30    (D)  AMENDMENT  OF  PURPOSES  SHALL  NOT  PREVENT THE CORPORATION FROM
   31  APPLYING ASSETS  ACQUIRED  PRIOR  TO  SUCH  AMENDMENT  TO  SUCH  AMENDED
   32  PURPOSES,  PROVIDED THAT THE CORPORATION SHALL ABIDE BY ANY GIFT INSTRU-
   33  MENT FOR ASSETS RECEIVED FOR SPECIFIC PURPOSES PRIOR TO SUCH AMENDMENT.
   34  S 807. RESTATED CERTIFICATE OF INCORPORATION.
   35    (A) A CORPORATION, WHEN AUTHORIZED BY THE  BOARD,  MAY  RESTATE  IN  A
   36  SINGLE  CERTIFICATE THE TEXT OF ITS CERTIFICATE OF INCORPORATION WITHOUT
   37  MAKING ANY AMENDMENT OR CHANGE THEREBY, EXCEPT THAT IT MAY  INCLUDE  ANY
   38  ONE  OR MORE OF THE AMENDMENTS OR CHANGES WHICH MAY BE AUTHORIZED BY THE
   39  BOARD WITHOUT A VOTE OF MEMBERS UNDER  THIS  CHAPTER.  ALTERNATIVELY,  A
   40  CORPORATION  MAY RESTATE IN A SINGLE CERTIFICATE THE TEXT OF ITS CERTIF-
   41  ICATE OF INCORPORATION AS AMENDED THEREBY TO EFFECT ANY ONE OR  MORE  OF
   42  THE AMENDMENTS OR CHANGES AUTHORIZED BY THIS CHAPTER, WHEN AUTHORIZED AS
   43  REQUIRED BY SECTION 802 OF THIS ARTICLE.
   44    (B)  A  RESTATED  CERTIFICATE  OF  INCORPORATION,  ENTITLED  "RESTATED
   45  CERTIFICATE OF INCORPORATION  OF  ......................................
   46  (NAME  OF  CORPORATION)  UNDER SECTION 807 OF THE NON-PROFIT CORPORATION
   47  LAW", SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT SHALL
   48  SET FORTH:
   49    (1) THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE  NAME
   50  UNDER WHICH IT WAS FORMED.
   51    (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
   52  MENT OF STATE.
   53    (3)  IF  THE RESTATED CERTIFICATE RESTATES THE TEXT OF THE CERTIFICATE
   54  OF INCORPORATION WITHOUT MAKING ANY AMENDMENT OR CHANGE, THEN  A  STATE-
   55  MENT  THAT  THE  TEXT  OF  THE  CERTIFICATE  OF INCORPORATION IS THEREBY
       A. 5727                            68
    1  RESTATED WITHOUT AMENDMENT OR CHANGE TO READ AS  THEREIN  SET  FORTH  IN
    2  FULL.
    3    (4)  IF  THE RESTATED CERTIFICATE RESTATES THE TEXT OF THE CERTIFICATE
    4  OF INCORPORATION AS AMENDED OR CHANGED THEREBY, THEN  A  STATEMENT  THAT
    5  THE  CERTIFICATE OF INCORPORATION IS AMENDED OR CHANGED TO EFFECT ONE OR
    6  MORE OF THE AMENDMENTS OR CHANGES AUTHORIZED BY THIS CHAPTER, SPECIFYING
    7  EACH SUCH AMENDMENT OR CHANGE AND THAT THE TEXT OF  THE  CERTIFICATE  OF
    8  INCORPORATION IS THEREBY RESTATED AS AMENDED OR CHANGED TO READ AS THER-
    9  EIN SET FORTH IN FULL.
   10    (5) THE MANNER IN WHICH THE RESTATEMENT OF THE CERTIFICATE OF INCORPO-
   11  RATION WAS AUTHORIZED.
   12    (C)  A  RESTATED  CERTIFICATE  NEED  NOT  INCLUDE STATEMENTS AS TO THE
   13  INCORPORATOR OR INCORPORATORS, OR THE FIRST DIRECTORS.
   14    (D) ANY AMENDMENT OR CHANGE UNDER THIS SECTION SHALL BE SUBJECT TO ANY
   15  OTHER SECTION, NOT INCONSISTENT WITH THIS SECTION, WHICH WOULD BE APPLI-
   16  CABLE IF A SEPARATE CERTIFICATE WERE FILED TO EFFECT SUCH  AMENDMENT  OR
   17  CHANGE.
   18    (E)  NOTWITHSTANDING  THAT  THE  CORPORATION  WOULD BE REQUIRED BY ANY
   19  STATUTE TO SECURE FROM ANY SUPREME COURT JUSTICE, GOVERNMENTAL  BODY  OR
   20  OFFICER,  OR OTHER PERSON OR BODY, ANY CONSENT OR APPROVAL TO THE FILING
   21  OF ITS CERTIFICATE OF INCORPORATION OR A CERTIFICATE OF AMENDMENT,  SUCH
   22  CONSENT  OR  APPROVAL  SHALL  NOT BE REQUIRED WITH RESPECT TO A RESTATED
   23  CERTIFICATE IF SUCH CERTIFICATE MAKES NO AMENDMENT AND IF ANY PREVIOUSLY
   24  REQUIRED CONSENT OR APPROVAL HAD BEEN SECURED.
   25    (F) UPON FILING BY THE DEPARTMENT, THE ORIGINAL CERTIFICATE OF  INCOR-
   26  PORATION  SHALL  BE  SUPERSEDED AND THE RESTATED CERTIFICATE OF INCORPO-
   27  RATION, INCLUDING ANY AMENDMENTS AND CHANGES MADE THEREBY, SHALL BE  THE
   28  CERTIFICATE OF INCORPORATION OF THE CORPORATION.
   29    S 9. Article 9 of the not-for-profit corporation law is REPEALED and a
   30  new article 9 is added to read as follows:
   31                                   ARTICLE 9
   32                           MERGER OR CONSOLIDATION
   33  SECTION 901. POWER OF MERGER OR CONSOLIDATION.
   34          902. PLAN OF MERGER OR CONSOLIDATION.
   35          903. APPROVAL OF PLAN.
   36          904. CERTIFICATE OF MERGER OR CONSOLIDATION; CONTENTS.
   37          905. EFFECT OF MERGER OR CONSOLIDATION.
   38          906. MERGER  OR  CONSOLIDATION  OF  DOMESTIC  AND FOREIGN CORPO-
   39                 RATIONS.
   40          907. APPROVAL BY THE SUPREME COURT.
   41          908. MERGER OR CONSOLIDATION OF BUSINESS AND  NON-PROFIT  CORPO-
   42                 RATIONS.
   43          909. FILING NOTICES, APPROVALS OR CONSENTS.
   44          910. MERGER  OR  CONSOLIDATION  OF CORPORATIONS FORMED UNDER THE
   45                 RELIGIOUS CORPORATIONS LAW AND CERTAIN OTHER CORPORATIONS
   46                 FORMED FOR RELIGIOUS PURPOSES.
   47  S 901. POWER OF MERGER OR CONSOLIDATION.
   48    (A) TWO OR MORE DOMESTIC CORPORATIONS OR ONE OR MORE  DOMESTIC  CORPO-
   49  RATIONS  AND  ONE  OR MORE FOREIGN CORPORATIONS MAY, AS PROVIDED IN THIS
   50  CHAPTER:
   51    (1) MERGE INTO A SINGLE CORPORATION WHICH SHALL BE ONE OF THE CONSTIT-
   52  UENT CORPORATIONS; OR
   53    (2) CONSOLIDATE INTO A SINGLE CORPORATION WHICH SHALL BE A NEW  CORPO-
   54  RATION TO BE FORMED PURSUANT TO THE CONSOLIDATION.
   55    (B) WHENEVER USED IN THIS ARTICLE:
       A. 5727                            69
    1    (1)  "MERGER" MEANS A PROCEDURE OF THE CHARACTER DESCRIBED IN SUBPARA-
    2  GRAPH (1) OF PARAGRAPH (A) OF THIS SECTION.
    3    (2)  "CONSOLIDATION"  MEANS  A PROCEDURE OF THE CHARACTER DESCRIBED IN
    4  SUBPARAGRAPH (2) OF PARAGRAPH (A) OF THIS SECTION.
    5    (3) "CONSTITUENT CORPORATION" MEANS AN EXISTING  DOMESTIC  OR  FOREIGN
    6  CORPORATION  THAT  IS  PARTICIPATING IN THE MERGER OR CONSOLIDATION WITH
    7  ONE OR MORE OTHER CORPORATIONS.
    8    (4) "SURVIVING CORPORATION" MEANS  THE  CONSTITUENT  CORPORATION  INTO
    9  WHICH ONE OR MORE OTHER CONSTITUENT CORPORATIONS ARE MERGED.
   10    (5)  "CONSOLIDATED  CORPORATION"  MEANS THE NEW CORPORATION INTO WHICH
   11  TWO OR MORE CONSTITUENT CORPORATIONS ARE CONSOLIDATED.
   12  S 902. PLAN OF MERGER OR CONSOLIDATION.
   13    (A) THE BOARD OF EACH CONSTITUENT CORPORATION PROPOSING TO PARTICIPATE
   14  IN A MERGER OR CONSOLIDATION UNDER SECTION 901  OF  THIS  ARTICLE  SHALL
   15  ADOPT A PLAN OF MERGER OR CONSOLIDATION, SETTING FORTH:
   16    (1) THE NAME OF EACH CONSTITUENT CORPORATION AND IF THE NAME OF ANY OF
   17  THEM  HAS BEEN CHANGED, THE NAME UNDER WHICH IT WAS FORMED, AND THE NAME
   18  OF THE SURVIVING CORPORATION, OR THE NAME OR THE METHOD  OF  DETERMINING
   19  IT, OF THE CONSOLIDATED CORPORATION.
   20    (2)  AS  TO EACH CONSTITUENT CORPORATION, A DESCRIPTION OF THE MEMBER-
   21  SHIP AND HOLDERS OF ANY CERTIFICATES EVIDENCING  CAPITAL  CONTRIBUTIONS,
   22  INCLUDING THEIR NUMBER, CLASSIFICATION, AND VOTING RIGHTS, IF ANY.
   23    (3)  THE TERMS AND CONDITIONS OF THE PROPOSED MERGER OR CONSOLIDATION,
   24  INCLUDING THE MANNER AND BASIS OF CONVERTING MEMBERSHIP OR OTHER  INTER-
   25  EST IN EACH CONSTITUENT CORPORATION INTO MEMBERSHIP OR OTHER INTEREST IN
   26  THE SURVIVING OR CONSOLIDATED  CORPORATION, OR THE CASH OR OTHER CONSID-
   27  ERATION  TO  BE  PAID  OR  DELIVERED IN EXCHANGE FOR MEMBERSHIP OR OTHER
   28  INTEREST IN EACH CONSTITUENT CORPORATION, OR A COMBINATION THEREOF.
   29    (4) IN CASE OF MERGER, A STATEMENT OF ANY AMENDMENTS OR CHANGES IN THE
   30  CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION TO BE EFFECTED
   31  BY SUCH MERGER; IN CASE OF CONSOLIDATION, ALL STATEMENTS REQUIRED TO  BE
   32  INCLUDED  IN  A  CERTIFICATE  OF  INCORPORATION FOR A CORPORATION FORMED
   33  UNDER THIS CHAPTER, EXCEPT STATEMENTS AS TO FACTS NOT AVAILABLE  AT  THE
   34  TIME THE PLAN OF CONSOLIDATION IS ADOPTED BY THE BOARD.
   35    (5)  IN  CASE  OF  A MERGER OR CONSOLIDATION UNDER SECTION 906 OF THIS
   36  ARTICLE, A STATEMENT OF ANY AGREEMENTS REQUIRED BY CLAUSE (D) OF SUBPAR-
   37  AGRAPH (2) OF PARAGRAPH (D) OF SECTION 906 OF THIS ARTICLE.
   38    (6) SUCH OTHER PROVISIONS WITH  RESPECT  TO  THE  PROPOSED  MERGER  OR
   39  CONSOLIDATION AS THE BOARD CONSIDERS NECESSARY OR DESIRABLE.
   40  S 903. APPROVAL OF PLAN.
   41    (A)  THE  PLAN OF MERGER OR CONSOLIDATION OF EACH DOMESTIC CONSTITUENT
   42  CORPORATION SHALL BE APPROVED IN ACCORDANCE WITH THE FOLLOWING:
   43    (1) IF THE MERGING OR CONSOLIDATING CORPORATION HAS NO  MEMBERS  ENTI-
   44  TLED  TO  VOTE  THEREON,  UPON ADOPTION BY THE BOARD OF SUCH CORPORATION
   45  PURSUANT TO SECTION 902 OF THIS  ARTICLE.
   46    (2) IF THE MERGING OR CONSOLIDATING CORPORATION HAS  MEMBERS  ENTITLED
   47  TO  VOTE  THEREON, AFTER ADOPTION BY THE BOARD OF SUCH CORPORATION, UPON
   48  ADOPTION AT A MEETING OF THE MEMBERS BY TWO-THIRDS VOTE AS  PROVIDED  IN
   49  PARAGRAPH (C) OF SECTION 613 OF THIS CHAPTER. NOTICE OF MEETING SHALL BE
   50  GIVEN  TO  EACH  MEMBER  WHETHER OR NOT ENTITLED TO VOTE. A COPY  OF THE
   51  PLAN OF MERGER OR CONSOLIDATION OR AN OUTLINE OF THE  MATERIAL  FEATURES
   52  OF THE PLAN SHALL ACCOMPANY SUCH NOTICE.
   53    (B)  NOTWITHSTANDING  AUTHORIZATION  AS  PROVIDED  HEREIN, AT ANY TIME
   54  PRIOR TO THE FILING OF THE CERTIFICATE OF MERGER OR  CONSOLIDATION,  THE
   55  PLAN OF MERGER OR CONSOLIDATION MAY BE ABANDONED PURSUANT TO A PROVISION
       A. 5727                            70
    1  FOR SUCH ABANDONMENT, IF ANY, CONTAINED IN THE PLAN OF MERGER OR CONSOL-
    2  IDATION.
    3  S 904. CERTIFICATE OF MERGER OR CONSOLIDATION; CONTENTS.
    4    (A)  AFTER  ADOPTION OF THE PLAN OF MERGER OR CONSOLIDATION UNLESS THE
    5  MERGER OR CONSOLIDATION IS ABANDONED IN ACCORDANCE WITH PARAGRAPH (B) OF
    6  SECTION 903 OF THIS ARTICLE A CERTIFICATE OF  MERGER  OR  CONSOLIDATION,
    7  ENTITLED  "CERTIFICATE  OF  MERGER  (OR CONSOLIDATION) OF __________ AND
    8  ________ INTO (NAMES OF CORPORATIONS) UNDER SECTION 904 OF THE  NON-PRO-
    9  FIT  CORPORATION  LAW,"  SHALL BE EXECUTED ON BEHALF OF EACH CONSTITUENT
   10  CORPORATION AND DELIVERED TO THE  DEPARTMENT  OF  STATE.  IT  SHALL  SET
   11  FORTH:
   12    (1)  THE STATEMENTS REQUIRED BY SUBPARAGRAPHS (1), (2), (3) AND (4) OF
   13  PARAGRAPH (A) OF SECTION 902 OF THIS ARTICLE.
   14    (2) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION  IF  OTHER  THAN
   15  THE  DATE OF FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY THE
   16  DEPARTMENT OF STATE.
   17    (3) IN THE  CASE  OF  CONSOLIDATION,  ANY  STATEMENT  REQUIRED  TO  BE
   18  INCLUDED IN A CERTIFICATE OF INCORPORATION FORMED UNDER THIS CHAPTER BUT
   19  WHICH WAS OMITTED UNDER SUBPARAGRAPH (4) OF PARAGRAPH (A) OF SECTION 902
   20  OF THIS ARTICLE.
   21    (4) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
   22  CORPORATION  WAS  FILED  BY  THE  DEPARTMENT OF STATE OR, IN THE CASE OF
   23  CONSTITUENT CORPORATIONS CREATED BY SPECIAL LAW, THE CHAPTER NUMBER  AND
   24  YEAR OF PASSAGE OF SUCH LAW.
   25    (5)  THE  MANNER  IN  WHICH THE MERGER OR CONSOLIDATION WAS AUTHORIZED
   26  WITH RESPECT TO EACH CONSTITUENT CORPORATION.
   27    (B) THE SURVIVING OR CONSOLIDATED CORPORATION SHALL THEREAFTER CAUSE A
   28  COPY OF SUCH CERTIFICATE CERTIFIED BY THE DEPARTMENT  OF  STATE,  TO  BE
   29  FILED IN THE OFFICE OF THE CLERK OF EACH COUNTY IN WHICH THE OFFICE OF A
   30  CONSTITUENT  CORPORATION,  OTHER  THAN  THE  SURVIVING  CORPORATION,  IS
   31  LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO IS THE RECORDING  OFFICER
   32  OF  EACH  COUNTY  IN  THIS STATE IN WHICH REAL PROPERTY OF A CONSTITUENT
   33  CORPORATION, OTHER THAN THE SURVIVING CORPORATION, IS SITUATED.
   34  S 905. EFFECT OF MERGER OR CONSOLIDATION.
   35    (A) UPON THE FILING OF THE CERTIFICATE OF MERGER OR  CONSOLIDATION  BY
   36  THE  DEPARTMENT  OF  STATE  OR  ON  SUCH DATE SUBSEQUENT THERETO, NOT TO
   37  EXCEED THIRTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERG-
   38  ER OR CONSOLIDATION SHALL BE EFFECTED.
   39    (B) WHEN SUCH MERGER OR CONSOLIDATION HAS BEEN EFFECTED:
   40    (1) SUCH  SURVIVING  OR  CONSOLIDATED  CORPORATION  SHALL  THEREAFTER,
   41  CONSISTENTLY  WITH ITS CERTIFICATE OF INCORPORATION AS ALTERED OR ESTAB-
   42  LISHED BY THE MERGER OR CONSOLIDATION, POSSESS ALL  THE  RIGHTS,  PRIVI-
   43  LEGES, IMMUNITIES, POWERS AND PURPOSES OF EACH OF THE CONSTITUENT CORPO-
   44  RATIONS.
   45    (2)  ALL  THE  PROPERTY, REAL AND PERSONAL, INCLUDING CAUSES OF ACTION
   46  AND EVERY OTHER ASSET OF EACH OF  THE  CONSTITUENT  CORPORATIONS,  SHALL
   47  VEST  IN  SUCH SURVIVING OR CONSOLIDATED CORPORATION WITHOUT FURTHER ACT
   48  OR DEED, EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (B) OF SECTION 907 OF
   49  THIS ARTICLE. EXCEPT AS THE COURT MAY OTHERWISE DIRECT, ANY  DISPOSITION
   50  MADE  IN  A  WILL  OR IN ANY OTHER INSTRUMENT EXECUTED UNDER THE LAWS OF
   51  THIS STATE, AND TAKING EFFECT AFTER SUCH MERGER OR CONSOLIDATION, TO  OR
   52  FOR  THE  BENEFIT  OF ANY OF THE CONSTITUENT CORPORATIONS SHALL INURE TO
   53  THE BENEFIT OF THE SURVIVING OR CONSOLIDATED CORPORATION.
   54    (3) THE SURVIVING OR CONSOLIDATED  CORPORATION  SHALL  ASSUME  AND  BE
   55  LIABLE FOR ALL THE LIABILITIES, OBLIGATIONS AND PENALTIES OF EACH OF THE
   56  CONSTITUENT  CORPORATIONS.  NO  LIABILITY OR OBLIGATION DUE OR TO BECOME
       A. 5727                            71
    1  DUE, CLAIM OR DEMAND FOR ANY CAUSE  EXISTING  AGAINST  ANY  SUCH  CORPO-
    2  RATION, OR ANY MEMBER, OFFICER OR DIRECTOR THEREOF, SHALL BE RELEASED OR
    3  IMPAIRED  BY  SUCH  MERGER  OR  CONSOLIDATION.  NO ACTION OR PROCEEDING,
    4  WHETHER CIVIL OR CRIMINAL, THEN PENDING BY OR AGAINST ANY SUCH CONSTITU-
    5  ENT CORPORATION, OR ANY MEMBER, OFFICER OR DIRECTOR THEREOF, SHALL ABATE
    6  OR BE DISCONTINUED BY SUCH MERGER OR CONSOLIDATION, BUT MAY BE ENFORCED,
    7  PROSECUTED,  SETTLED  OR  COMPROMISED AS IF SUCH MERGER OR CONSOLIDATION
    8  HAD NOT OCCURRED, OR SUCH SURVIVING OR CONSOLIDATED CORPORATION  MAY  BE
    9  SUBSTITUTED  IN  SUCH  ACTION  OR  SPECIAL  PROCEEDING  IN  PLACE OF ANY
   10  CONSTITUENT CORPORATION. EXCEPT AS THE COURT MAY OTHERWISE  DIRECT,  ANY
   11  OBLIGATION  WITH  RESPECT  TO  ANY ASSETS RECEIVED FOR SPECIFIC PURPOSES
   12  SHALL BE DEEMED TO CONTINUE IN AND THROUGH THE SURVIVING OR CONSOLIDATED
   13  CORPORATION.
   14    (4) IN THE CASE OF A MERGER, THE CERTIFICATE OF INCORPORATION  OF  THE
   15  SURVIVING  CORPORATION  SHALL BE AUTOMATICALLY AMENDED TO THE EXTENT, IF
   16  ANY, THAT CHANGES IN ITS CERTIFICATE OF INCORPORATION ARE SET  FORTH  IN
   17  THE  PLAN OF MERGER; AND, IN THE CASE OF A CONSOLIDATION, THE STATEMENTS
   18  SET FORTH IN THE CERTIFICATE OF CONSOLIDATION AND WHICH ARE REQUIRED  OR
   19  PERMITTED  TO BE SET FORTH IN A CERTIFICATE OF INCORPORATION OF A CORPO-
   20  RATION FORMED UNDER THIS CHAPTER SHALL BE ITS  CERTIFICATE  OF  INCORPO-
   21  RATION.
   22  S 906. MERGER OR CONSOLIDATION OF DOMESTIC AND FOREIGN CORPORATIONS.
   23    (A)  ONE  OR MORE FOREIGN CORPORATIONS AND ONE OR MORE DOMESTIC CORPO-
   24  RATIONS MAY BE MERGED OR CONSOLIDATED INTO A CORPORATION OF  THIS  STATE
   25  OR OF ANOTHER JURISDICTION, IF SUCH MERGER OR CONSOLIDATION IS PERMITTED
   26  BY  THE  LAWS  OF  THE JURISDICTION UNDER WHICH EACH SUCH FOREIGN CORPO-
   27  RATION IS INCORPORATED. WITH RESPECT TO SUCH  MERGER  OR  CONSOLIDATION,
   28  ANY  REFERENCE  IN  PARAGRAPH  (B)  OF  SECTION 901 OF THIS ARTICLE TO A
   29  CORPORATION SHALL, UNLESS THE CONTEXT OTHERWISE REQUIRES,  INCLUDE  BOTH
   30  DOMESTIC AND FOREIGN CORPORATIONS.
   31    (B)  WITH  RESPECT TO PROCEDURE, INCLUDING ANY REQUIREMENT OF APPROVAL
   32  BY MEMBERS, EACH DOMESTIC CORPORATION SHALL COMPLY WITH  THE  PROVISIONS
   33  OF  THIS  CHAPTER RELATING TO MERGER OR CONSOLIDATION OF DOMESTIC CORPO-
   34  RATIONS, AND EACH FOREIGN CORPORATION SHALL COMPLY WITH  THE  APPLICABLE
   35  PROVISIONS  OF  THE  LAW  OF THE JURISDICTION UNDER WHICH IT IS INCORPO-
   36  RATED.
   37    (C) IF THE SURVIVING OR CONSOLIDATED CORPORATION IS, OR IS  TO  BE,  A
   38  DOMESTIC  CORPORATION, A CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE
   39  SIGNED, VERIFIED AND DELIVERED TO THE DEPARTMENT OF STATE AS PROVIDED IN
   40  SECTION 904 OF THIS ARTICLE. IN ADDITION TO  THE  MATTERS  SPECIFIED  IN
   41  SUCH  SECTION,  THE  CERTIFICATE  SHALL SET FORTH AS TO EACH CONSTITUENT
   42  FOREIGN CORPORATION THE JURISDICTION AND DATE OF ITS  INCORPORATION  AND
   43  THE  DATE  WHEN  ITS  APPLICATION FOR AUTHORITY TO CONDUCT ACTIVITIES IN
   44  THIS STATE WAS FILED BY THE DEPARTMENT OF STATE, AND ITS FICTITIOUS NAME
   45  USED IN THIS STATE PURSUANT TO ARTICLE 13 OF THIS CHAPTER,  IF  APPLICA-
   46  BLE,  OR,  IF  NO  SUCH  APPLICATION HAS BEEN FILED, A STATEMENT TO SUCH
   47  EFFECT.
   48    (D) IF THE SURVIVING OR CONSOLIDATED CORPORATION  IS,  OR  IS  TO  BE,
   49  FORMED UNDER THE LAW OF ANY JURISDICTION OTHER THAN THIS STATE:
   50    (1)  IT  SHALL  COMPLY WITH THE PROVISIONS OF THIS CHAPTER RELATING TO
   51  FOREIGN CORPORATIONS IF IT IS TO CONDUCT ACTIVITIES IN THIS STATE.
   52    (2) IT SHALL DELIVER TO THE DEPARTMENT OF STATE A  CERTIFICATE,  ENTI-
   53  TLED   "CERTIFICATE  OF  MERGER  (OR  CONSOLIDATION)  OF  .........  AND
   54  .........  INTO ......... (NAMES OF CORPORATIONS) UNDER SECTION  906  OF
   55  THE NON-PROFIT CORPORATION LAW", WHICH SHALL BE SIGNED ON BEHALF OF EACH
   56  CONSTITUENT DOMESTIC AND FOREIGN CORPORATION. IT SHALL SET FORTH:
       A. 5727                            72
    1    (A)  THE  STATEMENTS  REQUIRED BY SUBPARAGRAPHS (1), (2), (3), (4) AND
    2  (5) OF PARAGRAPH (A) OF SECTION 902 OF THIS ARTICLE.
    3    (B)  THE  JURISDICTION  AND  DATE OF INCORPORATION OF THE SURVIVING OR
    4  CONSOLIDATED FOREIGN CORPORATION, THE  DATE  WHEN  ITS  APPLICATION  FOR
    5  AUTHORITY  TO  CONDUCT ACTIVITIES IN THIS STATE WAS FILED BY THE DEPART-
    6  MENT OF STATE, AND ITS FICTITIOUS NAME USED IN THIS  STATE  PURSUANT  TO
    7  ARTICLE  13  OF  THIS CHAPTER, IF APPLICABLE, OR, IF NO SUCH APPLICATION
    8  HAS BEEN FILED, A STATEMENT TO SUCH EFFECT AND THAT IT IS NOT TO CONDUCT
    9  ACTIVITIES IN THIS STATE UNTIL AN APPLICATION FOR SUCH  AUTHORITY  SHALL
   10  HAVE BEEN FILED BY SUCH DEPARTMENT.
   11    (C) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
   12  DOMESTIC CORPORATION WAS FILED BY THE DEPARTMENT OF STATE AND THE JURIS-
   13  DICTION  AND  DATE  OF  INCORPORATION OF EACH CONSTITUENT FOREIGN CORPO-
   14  RATION, OTHER THAN THE SURVIVING OR  CONSOLIDATED  FOREIGN  CORPORATION,
   15  AND;  IN  THE CASE OF EACH SUCH CORPORATION AUTHORIZED TO CONDUCT ACTIV-
   16  ITIES IN THIS STATE, THE DATE WHEN ITS  APPLICATION  FOR  AUTHORITY  WAS
   17  FILED BY THE DEPARTMENT OF STATE.
   18    (D)  AN  AGREEMENT  THAT  THE SURVIVING OR CONSOLIDATED FOREIGN CORPO-
   19  RATION MAY BE SERVED WITH PROCESS IN THIS STATE IN ANY ACTION OR SPECIAL
   20  PROCEEDING FOR THE ENFORCEMENT OF ANY LIABILITY  OR  OBLIGATION  OF  ANY
   21  DOMESTIC  CORPORATION OR OF ANY FOREIGN CORPORATION, PREVIOUSLY AMENABLE
   22  TO SUIT IN THIS STATE, WHICH IS A CONSTITUENT CORPORATION IN SUCH MERGER
   23  OR CONSOLIDATION, AND AN AGREEMENT THAT THE  SURVIVING  OR  CONSOLIDATED
   24  FOREIGN CORPORATION MAY BE SUED IN THIS STATE IN RESPECT OF ANY PROPERTY
   25  TRANSFERRED  OR  CONVEYED TO IT AS PROVIDED IN SECTION 907 OF THIS ARTI-
   26  CLE, OR THE USE MADE OF SUCH PROPERTY, OR ANY TRANSACTION IN  CONNECTION
   27  THEREWITH.
   28    (E)  A  DESIGNATION  OF  THE SECRETARY OF STATE AS ITS AGENT UPON WHOM
   29  PROCESS AGAINST IT MAY BE SERVED IN THE MANNER SET  FORTH  IN  PARAGRAPH
   30  (B)  OF SECTION 306 OF THIS CHAPTER, IN ANY ACTION OR SPECIAL PROCEEDING
   31  DESCRIBED IN CLAUSE (D) OF THIS SUBPARAGRAPH AND A POST OFFICE  ADDRESS,
   32  WITHIN OR WITHOUT THIS STATE, TO WHICH THE SECRETARY OF STATE SHALL MAIL
   33  A COPY OF THE PROCESS IN SUCH ACTION.
   34    (F)  THE  MANNER  IN  WHICH  THE  PLAN  OF MERGER OR CONSOLIDATION WAS
   35  APPROVED WITH RESPECT TO EACH CONSTITUENT DOMESTIC CORPORATION AND  THAT
   36  THE MERGER OR CONSOLIDATION IS PERMITTED BY THE LAWS OF THE JURISDICTION
   37  OF EACH CONSTITUENT FOREIGN CORPORATION AND IS IN COMPLIANCE THEREWITH.
   38    (G)  THE  EFFECTIVE  DATE OF THE MERGER OR CONSOLIDATION IF OTHER THAN
   39  THE DATE OF FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY  THE
   40  DEPARTMENT OF STATE.
   41    (E)  UPON  THE FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION BY
   42  THE DEPARTMENT OF STATE OR ON  SUCH  DATE  SUBSEQUENT  THERETO,  NOT  TO
   43  EXCEED NINETY DAYS AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERGER
   44  OR CONSOLIDATION SHALL BE EFFECTED.
   45    (F)  THE  SURVIVING  OR  CONSOLIDATED  DOMESTIC OR FOREIGN CORPORATION
   46  SHALL THEREAFTER CAUSE A COPY OF  SUCH  CERTIFICATE,  CERTIFIED  BY  THE
   47  DEPARTMENT  OF  STATE,  TO  BE  FILED IN THE OFFICE OF THE CLERK OF EACH
   48  COUNTY IN WHICH THE OFFICE OF A CONSTITUENT CORPORATION, OTHER THAN  THE
   49  SURVIVING CORPORATION, IS LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO
   50  IS  THE  RECORDING  OFFICER  OF  EACH COUNTY IN THIS STATE IN WHICH REAL
   51  PROPERTY OF A CONSTITUENT CORPORATION, OTHER THAN THE  SURVIVING  CORPO-
   52  RATION, IS SITUATED.
   53    (G)  IF  THE  SURVIVING  OR  CONSOLIDATED CORPORATION IS, OR IS TO BE,
   54  FORMED UNDER THE LAW OF THIS STATE, THE EFFECT OF SUCH MERGER OR CONSOL-
   55  IDATION SHALL BE THE SAME AS IN THE CASE OF THE MERGER OR  CONSOLIDATION
   56  OF  DOMESTIC  CORPORATIONS  UNDER  SECTION  905  OF THIS ARTICLE. IF THE
       A. 5727                            73
    1  SURVIVING OR CONSOLIDATED CORPORATION IS,  OR  IS  TO  BE,  INCORPORATED
    2  UNDER  THE  LAW OF ANY JURISDICTION OTHER THAN THIS STATE, THE EFFECT OF
    3  SUCH MERGER OR CONSOLIDATION SHALL BE THE SAME AS IN  THE  CASE  OF  THE
    4  MERGER  OR CONSOLIDATION OF DOMESTIC CORPORATIONS, EXCEPT INSOFAR AS THE
    5  LAW OF SUCH OTHER JURISDICTION PROVIDES OTHERWISE.
    6  S 907. APPROVAL BY THE SUPREME COURT.
    7    (A) NO CERTIFICATE SHALL BE FILED PURSUANT  TO  SECTION  904  OF  THIS
    8  ARTICLE, SECTION 906 OF THIS ARTICLE OR SECTION 908 OF THIS ARTICLE WITH
    9  RESPECT  TO  A  DOMESTIC  CONSTITUENT  CORPORATION THAT IS ORGANIZED FOR
   10  CHARITABLE PURPOSES AND THAT HOLDS ASSETS RECEIVED FOR SPECIFIC PURPOSES
   11  UNTIL AN ORDER APPROVING THE PLAN OF MERGER OR CONSOLIDATION AND AUTHOR-
   12  IZING THE FILING OF THE CERTIFICATE HAS BEEN MADE BY THE SUPREME  COURT,
   13  AS  PROVIDED  IN  THIS  SECTION. A CERTIFIED COPY OF SUCH ORDER SHALL BE
   14  ANNEXED TO THE CERTIFICATE OF MERGER OR CONSOLIDATION.  APPLICATION  FOR
   15  THE  ORDER  MAY  BE MADE IN THE JUDICIAL DISTRICT IN WHICH THE PRINCIPAL
   16  OFFICE OF THE SURVIVING OR CONSOLIDATED CORPORATION IS TO BE LOCATED, OR
   17  IN WHICH THE OFFICE OF ONE OF THE DOMESTIC CONSTITUENT  CORPORATIONS  IS
   18  LOCATED.  THE  APPLICATION  SHALL BE MADE BY DOMESTIC CONSTITUENT CORPO-
   19  RATION AND SHALL SET FORTH BY  AFFIDAVIT  (1)  THE  PLAN  OF  MERGER  OR
   20  CONSOLIDATION,  (2) THE APPROVAL REQUIRED BY SECTION 903 OF THIS ARTICLE
   21  OR PARAGRAPH (B) OF SECTION 906 OF THIS  ARTICLE  FOR  EACH  CONSTITUENT
   22  CORPORATION, AND THE MANNER IN WHICH THEY ARE HELD.
   23    (B)  UPON THE FILING OF THE APPLICATION THE COURT SHALL FIX A TIME FOR
   24  HEARING THEREOF AND SHALL DIRECT THAT NOTICE THEREOF BE  GIVEN  TO  SUCH
   25  PERSONS  AS THE COURT MAY DEEM INTERESTED, INCLUDING THE ATTORNEY GENER-
   26  AL, ANY GOVERNMENTAL BODY OR OFFICER AND ANY OTHER PERSON OR BODY  WHOSE
   27  CONSENT  OR APPROVAL IS REQUIRED BY SECTION 909 OF THIS ARTICLE, IN SUCH
   28  FORM AND MANNER AS THE COURT MAY PRESCRIBE, WHICH PERSONS MAY APPEAR AND
   29  SHOW CAUSE WHY THE APPLICATION SHOULD NOT BE GRANTED.
   30    (C) IF THE COURT SHALL FIND THAT ANY  OF  THE  ASSETS  OF  A  DOMESTIC
   31  CONSTITUENT CORPORATION RECEIVED FOR SPECIFIC PURPOSES WILL BE ADVERSELY
   32  AFFECTED  BY THE MERGER OR CONSOLIDATION, IT MAY APPROVE THE TRANSFER OR
   33  CONVEYANCE OF THE SUBJECT ASSETS  TO  ONE  OR  MORE  OTHER  DOMESTIC  OR
   34  FOREIGN  CORPORATIONS  OR ORGANIZATIONS ENGAGED IN SUBSTANTIALLY SIMILAR
   35  ACTIVITIES.
   36  S 908. MERGER OR CONSOLIDATION OF BUSINESS AND NON-PROFIT CORPORATIONS.
   37    (A) ONE OR MORE DOMESTIC OR FOREIGN CORPORATIONS WHICH IS, OR WOULD BE
   38  IF FORMED UNDER THIS CHAPTER, A CORPORATION ORGANIZED AND OPERATED UNDER
   39  SECTION 201 OF THIS CHAPTER MAY BE MERGED OR CONSOLIDATED INTO A  DOMES-
   40  TIC  OR  FOREIGN  CORPORATION  WHICH IS, OR WOULD BE IF FORMED UNDER THE
   41  LAWS OF THIS STATE, A CORPORATION FORMED UNDER THE BUSINESS  CORPORATION
   42  LAW OF THIS STATE IF SUCH MERGER OR CONSOLIDATION IS NOT CONTRARY TO THE
   43  LAW  OF  THE STATE OF INCORPORATION OF ANY CONSTITUENT CORPORATION. WITH
   44  RESPECT TO SUCH MERGER OR CONSOLIDATION, ANY REFERENCE IN PARAGRAPH  (B)
   45  OF  SECTION  901  OF THIS ARTICLE OR PARAGRAPH (B) OF SECTION 901 OF THE
   46  BUSINESS CORPORATION LAW TO A  CORPORATION  SHALL,  UNLESS  THE  CONTEXT
   47  OTHERWISE REQUIRES, INCLUDE BOTH DOMESTIC AND FOREIGN CORPORATIONS.
   48    (B)  WITH RESPECT TO PROCEDURE INCLUDING AUTHORIZATION BY SHAREHOLDERS
   49  OR APPROVAL BY MEMBERS, EACH DOMESTIC BUSINESS CORPORATION SHALL  COMPLY
   50  WITH  THE BUSINESS CORPORATION LAW, EACH DOMESTIC NON-PROFIT CORPORATION
   51  SHALL COMPLY WITH THE PROVISIONS OF THIS CHAPTER AND EACH FOREIGN CORPO-
   52  RATION SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF  THE  LAW  OF  THE
   53  JURISDICTION UNDER WHICH IT IS INCORPORATED.
   54    (C)  THE  PLAN  OF MERGER OR CONSOLIDATION SHALL SET FORTH ALL MATTERS
   55  REQUIRED BY SECTION 902 OF THE BUSINESS CORPORATION LAW OR  SECTION  902
   56  OF  THIS ARTICLE AND THE TERMS AND CONDITIONS OF THE  PROPOSED MERGER OR
       A. 5727                            74
    1  CONSOLIDATION, INCLUDING THE MANNER  AND  BASIS  OF  CONVERTING  SHARES,
    2  MEMBERSHIP  OR    OTHER  INTEREST  IN  EACH CONSTITUENT CORPORATION INTO
    3  SHARES, BONDS OR OTHER  SECURITIES  OF  THE  SURVIVING  OR  CONSOLIDATED
    4  CORPORATION,  OR THE CASH OR OTHER CONSIDERATION TO BE PAID OR DELIVERED
    5  IN EXCHANGE FOR SHARES, MEMBERSHIP OR OTHER INTEREST IN EACH CONSTITUENT
    6  CORPORATION, OR A COMBINATION THEREOF.
    7    (D) AFTER ADOPTION OF THE PLAN OF MERGER OR CONSOLIDATION BY THE BOARD
    8  AND MEMBERS OR SHAREHOLDERS OF EACH CONSTITUENT CORPORATION, UNLESS  THE
    9  MERGER OR CONSOLIDATION IS ABANDONED IN ACCORDANCE WITH PARAGRAPH (B) OF
   10  SECTION  903  OF  THIS  ARTICLE  AND PARAGRAPH (B) OF SECTION 903 OF THE
   11  BUSINESS CORPORATION LAW, A  CERTIFICATE  OF  MERGER  OR  CONSOLIDATION,
   12  ENTITLED     "CERTIFICATE    OF    MERGER    (OR    CONSOLIDATION)    OF
   13  ............................   AND .............................    INTO
   14  .........................  (NAMES  OF CORPORATIONS) UNDER SECTION 908 OF
   15  THE NON-PROFIT CORPORATION LAW", SHALL  BE  SIGNED  ON  BEHALF  OF  EACH
   16  CONSTITUENT CORPORATION AND DELIVERED TO THE DEPARTMENT OF STATE.
   17    (1)  IF  THE  SURVIVING OR CONSOLIDATED CORPORATION IS, OR IS TO BE, A
   18  DOMESTIC CORPORATION SUCH CERTIFICATE SHALL  SET  FORTH  THE  STATEMENTS
   19  REQUIRED BY PARAGRAPH (A) OF SECTION 904 OF THE BUSINESS CORPORATION LAW
   20  OR PARAGRAPH (A) OF SECTION 904 OF THIS ARTICLE AND, AS TO EACH CONSTIT-
   21  UENT  FOREIGN CORPORATION THE JURISDICTION AND DATE OF ITS INCORPORATION
   22  AND THE  DATE WHEN ITS APPLICATION FOR AUTHORITY TO  CONDUCT  ACTIVITIES
   23  OR DO BUSINESS IN THIS STATE WAS FILED BY THE DEPARTMENT OF STATE OR, IF
   24  NO SUCH APPLICATION HAS BEEN FILED, A STATEMENT  TO SUCH EFFECT.
   25    (2)  IF  THE  SURVIVING  OR  CONSOLIDATED  CORPORATION IS, OR IS TO BE
   26  FORMED UNDER THE LAW OF ANY JURISDICTION  OTHER  THAN  THIS  STATE  SUCH
   27  CERTIFICATE SHALL SET FORTH:
   28    (A)  THE STATEMENTS REQUIRED BY SUBPARAGRAPHS (1) AND (2) OF PARAGRAPH
   29  (A) OF SECTION 902 OF THE BUSINESS CORPORATION LAW OR SUBPARAGRAPHS  (1)
   30  AND  (2) OF PARAGRAPH (A) OF SECTION 902 OF THIS ARTICLE, AND THE MANNER
   31  IN WHICH THE MERGER OR CONSOLIDATION WAS AUTHORIZED WITH RESPECT TO EACH
   32  CONSTITUENT DOMESTIC CORPORATION.
   33    (B) THE JURISDICTION AND DATE OF INCORPORATION  OF  THE  SURVIVING  OR
   34  CONSOLIDATED  FOREIGN  CORPORATION,  THE  DATE  WHEN ITS APPLICATION FOR
   35  AUTHORITY TO DO BUSINESS IN THIS STATE WAS  FILED BY THE  DEPARTMENT  OF
   36  STATE  OR,  IF  NO  SUCH APPLICATION HAS BEEN FILED, A STATEMENT TO SUCH
   37  EFFECT AND THAT IT IS NOT TO DO BUSINESS IN THIS STATE UNTIL AN APPLICA-
   38  TION FOR SUCH AUTHORITY SHALL HAVE BEEN FILED BY SUCH DEPARTMENT.
   39    (C) THE DATE WHEN THE CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT
   40  DOMESTIC   CORPORATION WAS FILED BY THE  DEPARTMENT  OF  STATE  AND  THE
   41  JURISDICTION  AND  DATE  OF  INCORPORATION  OF  EACH CONSTITUENT FOREIGN
   42  CORPORATION, OTHER THAN THE SURVIVING  OR  CONSOLIDATED  FOREIGN  CORPO-
   43  RATION, AND, IN THE CASE OF EACH SUCH CORPORATION AUTHORIZED TO DO BUSI-
   44  NESS  OR CONDUCT ACTIVITIES IN THIS STATE, THE DATE WHEN ITS APPLICATION
   45  FOR AUTHORITY WAS FILED BY THE DEPARTMENT OF STATE.
   46    (D) AN AGREEMENT THAT THE SURVIVING  OR  CONSOLIDATED  FOREIGN  CORPO-
   47  RATION MAY BE SERVED WITH PROCESS IN THIS STATE IN ANY ACTION OR SPECIAL
   48  PROCEEDING  FOR  THE  ENFORCEMENT  OF ANY LIABILITY OR OBLIGATION OF ANY
   49  DOMESTIC CORPORATION OR OF ANY FOREIGN CORPORATION, PREVIOUSLY  AMENABLE
   50  TO SUIT IN THIS STATE, WHICH IS A CONSTITUENT CORPORATION IN SUCH MERGER
   51  OR  CONSOLIDATION,  AND FOR THE ENFORCEMENT, AS PROVIDED IN THE BUSINESS
   52  CORPORATION LAW, OF THE RIGHTS OF SHAREHOLDERS OF ANY CONSTITUENT DOMES-
   53  TIC BUSINESS CORPORATION TO RECEIVE PAYMENT FOR THEIR SHARES AGAINST THE
   54  SURVIVING OR CONSOLIDATED CORPORATION.
   55    (E) AN AGREEMENT THAT, SUBJECT TO THE PROVISIONS OF SECTION 623 OF THE
   56  BUSINESS  CORPORATION LAW, THE SURVIVING OR CONSOLIDATED FOREIGN  CORPO-
       A. 5727                            75
    1  RATION  WILL PROMPTLY PAY TO THE SHAREHOLDERS OF EACH CONSTITUENT DOMES-
    2  TIC BUSINESS CORPORATION THE AMOUNT, IF ANY,  TO  WHICH  THEY  SHALL  BE
    3  ENTITLED  UNDER  THE PROVISIONS OF THE BUSINESS CORPORATION LAW RELATING
    4  TO THE RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR THEIR SHARES.
    5    (F)  A  DESIGNATION OF THE SECRETARY OF STATE AS HIS OR HER AGENT UPON
    6  WHOM PROCESS AGAINST IT MAY BE SERVED IN THE MANNER SET FORTH  IN  PARA-
    7  GRAPH  (B)  OF  SECTION  306  OF  THIS CHAPTER, IN ANY ACTION OR SPECIAL
    8  PROCEEDING DESCRIBED IN CLAUSE (D)  OF  THIS  SUBPARAGRAPH  AND  A  POST
    9  OFFICE  ADDRESS,  WITHIN OR WITHOUT THE STATE, TO WHICH THE SECRETARY OF
   10  STATE SHALL MAIL A COPY  OF  THE  PROCESS  IN  SUCH  ACTION  OR  SPECIAL
   11  PROCEEDING.
   12    (E)  THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE DELIVERED TO
   13  IT UNDER SUBPARAGRAPH (2) OF PARAGRAPH (D) OF THIS  SECTION  UNLESS  THE
   14  CONSENT  OF  THE  DEPARTMENT  OF  TAXATION  AND FINANCE TO THE MERGER OR
   15  CONSOLIDATION IS ATTACHED THERETO.
   16    (F) UPON THE FILING OF THE CERTIFICATE OF MERGER OR  CONSOLIDATION  BY
   17  THE  DEPARTMENT  OF  STATE  OR  ON SUCH DATES SUBSEQUENT THERETO, NOT TO
   18  EXCEED THIRTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE, THE MERG-
   19  ER OR CONSOLIDATION SHALL BE EFFECTED.
   20    (G) THE SURVIVING OR  CONSOLIDATED  DOMESTIC  OR  FOREIGN  CORPORATION
   21  SHALL  THEREAFTER  CAUSE  A  COPY  OF SUCH CERTIFICATE, CERTIFIED BY THE
   22  DEPARTMENT OF STATE, TO BE FILED IN THE OFFICE  OF  THE  CLERK  OF  EACH
   23  COUNTY  IN WHICH THE OFFICE OF A CONSTITUENT CORPORATION, OTHER THAN THE
   24  SURVIVING CORPORATION, IS LOCATED, AND IN THE OFFICE OF THE OFFICIAL WHO
   25  IS THE RECORDING OFFICER OF EACH COUNTY IN  THIS  STATE  IN  WHICH  REAL
   26  PROPERTY  OF A CONSTITUENT  CORPORATION, OTHER THAN THE SURVIVING CORPO-
   27  RATION, IS SITUATED.
   28    (H) WHEN SUCH MERGER OR CONSOLIDATION HAS BEEN EFFECTED:
   29    (1) IF THE SURVIVING OR CONSOLIDATED CORPORATION  IS,  OR  IS  TO  BE,
   30  FORMED  UNDER THE LAW OF THIS STATE, IT SHALL BE SUBJECT TO THE BUSINESS
   31  CORPORATION LAW AND THE EFFECT OF SUCH MERGER OR CONSOLIDATION SHALL  BE
   32  THE  SAME  AS  IN  THE  CASE  OF THE MERGER OR CONSOLIDATION OF DOMESTIC
   33  CORPORATIONS UNDER SECTION 906 OF THE BUSINESS CORPORATION  LAW,  EXCEPT
   34  THAT  IN  SUBPARAGRAPH  (3)  OF  PARAGRAPH  (B) OF SUCH SECTION THE WORD
   35  "SHAREHOLDER" SHALL  BE READ TO INCLUDE THE WORD "MEMBER" AS THE  LATTER
   36  IS DEFINED IN THIS CHAPTER.
   37    (2)  IF  THE  SURVIVING  OR  CONSOLIDATED CORPORATION IS, OR IS TO BE,
   38  INCORPORATED UNDER THE  LAW OF ANY JURISDICTION OTHER THAN  THIS  STATE,
   39  THE  EFFECT  OF  SUCH  MERGER  OR  CONSOLIDATION SHALL BE AS PROVIDED IN
   40  SUBPARAGRAPH (1) OF THIS PARAGRAPH, EXCEPT INSOFAR AS THE  LAW  OF  SUCH
   41  OTHER JURISDICTION PROVIDES OTHERWISE.
   42  S 909. FILING NOTICES, APPROVALS OR CONSENTS.
   43    IF  THE  PURPOSES OF ANY CONSTITUENT OR CONSOLIDATED CORPORATION WOULD
   44  REQUIRE NOTICE TO, OR THE APPROVAL OR CONSENT OF, ANY GOVERNMENTAL  BODY
   45  OR  OFFICER  OR ANY OTHER PERSON OR BODY UNDER SECTION 404 OF THIS CHAP-
   46  TER, THEN (A) SUCH CORPORATION SHALL PROVIDE A CERTIFIED   COPY  OF  THE
   47  CERTIFICATE  OF  MERGER  OR  CONSOLIDATION, WITHIN THIRTY DAYS AFTER THE
   48  FILING OF SUCH CERTIFICATE, TO EACH  GOVERNMENTAL  BODY  OR  OFFICER  OR
   49  OTHER PERSON OR BODY TO WHOM OR TO WHICH ANY SUCH NOTICE IS REQUIRED AND
   50  (B) NO CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE FILED PURSUANT TO
   51  THIS ARTICLE UNLESS ANY SUCH APPROVAL OR CONSENT IS ENDORSED  THEREON OR
   52  ANNEXED  THERETO. A CORPORATION WHOSE STATEMENT OF PURPOSES SPECIFICALLY
   53  INCLUDES THE ESTABLISHMENT OR OPERATION OF A CHILD DAY CARE  CENTER,  AS
   54  THAT  TERM  IS  DEFINED  IN  SECTION  THREE HUNDRED NINETY OF THE SOCIAL
   55  SERVICES LAW, SHALL PROVIDE A CERTIFIED COPY OF ANY CERTIFICATE OF MERG-
   56  ER OR CONSOLIDATION INVOLVING SUCH CORPORATION TO THE OFFICE OF CHILDREN
       A. 5727                            76
    1  AND FAMILY SERVICES WITHIN THIRTY DAYS AFTER THE FILING OF  SUCH  MERGER
    2  OR CONSOLIDATION WITH THE DEPARTMENT OF STATE.
    3  S 910. MERGER  OR  CONSOLIDATION  OF CORPORATIONS FORMED UNDER THE RELI-
    4           GIOUS CORPORATIONS LAW AND CERTAIN  OTHER  CORPORATIONS  FORMED
    5           FOR RELIGIOUS PURPOSES.
    6    (A)  ONE  OR MORE CORPORATIONS FORMED UNDER THE RELIGIOUS CORPORATIONS
    7  LAW AND ONE OR MORE CORPORATIONS FORMED FOR RELIGIOUS PURPOSES TO  WHICH
    8  THE  NON-PROFIT  CORPORATION  LAW  APPLIES BY VIRTUE OF PARAGRAPH (A) OF
    9  SECTION 103 OF THIS CHAPTER MAY BE MERGED OR  CONSOLIDATED  PURSUANT  TO
   10  SECTION 901 OF THIS ARTICLE, WITH THE EFFECT PROVIDED IN SECTION 901 AND
   11  PARAGRAPH (B) OF SECTION 905 OF THIS ARTICLE.
   12    (B)  EACH CORPORATION WHICH IS A PARTY TO SUCH MERGER OR CONSOLIDATION
   13  SHALL COMPLY WITH THE PROVISIONS OF THIS SECTION AND  OF  SECTIONS  902,
   14  903,  904  AND 907 OF THIS ARTICLE AND, IF AND TO THE EXTENT APPLICABLE,
   15  SECTIONS 906 AND 909 OF THIS ARTICLE.
   16    (C) IF THE SURVIVING CORPORATION  OR  CONSOLIDATED  CORPORATION  IS  A
   17  DOMESTIC  OR  AUTHORIZED  FOREIGN CORPORATION NOT FORMED UNDER THE RELI-
   18  GIOUS CORPORATIONS LAW, THEN, A CERTIFICATE OF MERGER  OR  CONSOLIDATION
   19  SHALL  BE  FILED  WITH  THE  DEPARTMENT OF STATE, AND THE   SURVIVING OR
   20  CONSOLIDATED CORPORATION SHALL THEREAFTER CAUSE A COPY OF  SUCH  CERTIF-
   21  ICATE,  CERTIFIED  BY THE DEPARTMENT OF STATE, TO BE FILED IN THE OFFICE
   22  OF THE CLERK OF THE COUNTY IN WHICH EACH CONSTITUENT  CORPORATION  OTHER
   23  THAN  THE  SURVIVING  CORPORATION  IS  LOCATED,  THE COUNTY IN WHICH THE
   24  CERTIFICATE OF INCORPORATION OF EACH CONSTITUENT DOMESTIC CORPORATION OR
   25  APPLICATION FOR AUTHORITY OF EACH CONSTITUENT AUTHORIZED FOREIGN  CORPO-
   26  RATION, OTHER THAN THE SURVIVING CORPORATION, IS FILED AND THE OFFICE OF
   27  THE  OFFICIAL  WHO IS THE RECORDING OFFICER OF SUCH COUNTY IN THIS STATE
   28  IN WHICH REAL PROPERTY OF  A  CONSTITUENT  CORPORATION  OTHER  THAN  THE
   29  SURVIVING CORPORATION, IS LOCATED.
   30    (D)  IF  THE  SURVIVING  CORPORATION  OR CONSOLIDATED CORPORATION IS A
   31  CORPORATION FORMED UNDER  THE  RELIGIOUS  CORPORATIONS  LAW,  THEN,  THE
   32  CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE FILED WITH THE OFFICE OF
   33  THE  OFFICIAL IN WHICH THE CERTIFICATE OF INCORPORATION OF THE SURVIVING
   34  OR CONSOLIDATED CORPORATION WAS FILED, AND THE SURVIVING OR CONSOLIDATED
   35  CORPORATION SHALL THEREAFTER CAUSE A COPY OF SUCH CERTIFICATE, CERTIFIED
   36  BY SUCH OFFICE, TO BE FILED IN THE OFFICE IN WHICH  THE  CERTIFICATE  OF
   37  INCORPORATION  OF EACH   CONSTITUENT DOMESTIC CORPORATION OR APPLICATION
   38  FOR AUTHORITY OF EACH AUTHORIZED  FOREIGN  CORPORATION  OTHER  THAN  THE
   39  SURVIVING  CORPORATION  WAS FILED, AND IN THE OFFICE OF THE OFFICIAL WHO
   40  IS THE RECORDING OFFICER OF EACH COUNTY IN  THIS  STATE  IN  WHICH  REAL
   41  PROPERTY  OF  A  CONSTITUENT  CORPORATION,  OTHER  THAN THE SURVIVING OR
   42  CONSOLIDATED CORPORATION, IS LOCATED.
   43    (E) SUCH MERGER OR CONSOLIDATION SHALL BECOME EFFECTIVE  WITH  RESPECT
   44  TO  EACH  CONSTITUENT  CORPORATION  UPON  THE FILING OF A CERTIFICATE OF
   45  MERGER OR CONSOLIDATION OR CERTIFIED COPY THEREOF PURSUANT TO  PARAGRAPH
   46  (C) OR PARAGRAPH (D) OF THIS SECTION WITH THE APPROPRIATE STATE OR COUN-
   47  TY  OFFICIAL  THEREIN  SPECIFIED.  WITH  RESPECT TO THE SURVIVING CORPO-
   48  RATION, SUCH MERGER MAY BECOME EFFECTIVE ON SUCH DATE SUBSEQUENT  THERE-
   49  TO, NOT TO EXCEED SIXTY DAYS, AS SHALL BE SET FORTH IN SUCH CERTIFICATE.
   50  THE  FILING  OF A CERTIFIED COPY  WITH THE OFFICE OF A RECORDING OFFICER
   51  OF A COUNTY IN WHICH REAL PROPERTY IS LOCATED SHALL NOT BE  A  CONDITION
   52  PRECEDENT TO SUCH MERGER OR CONSOLIDATION BECOMING EFFECTIVE.
   53    S 10. Article 10 of the not-for-profit corporation law is REPEALED and
   54  a new article 10 is added to read as follows:
   55                                 ARTICLE 10
       A. 5727                            77
    1                          NON-JUDICIAL DISSOLUTION
    2  SECTION 1001.   PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS.
    3          1002.   AUTHORIZATION OF PLAN.
    4          1002-A. CARRYING OUT THE PLAN OF DISSOLUTION AND DISTRIBUTION OF
    5                    ASSETS.
    6          1003.   CERTIFICATE OF DISSOLUTION; CONTENTS; APPROVAL.
    7          1004.   CERTIFICATE OF DISSOLUTION; FILING; EFFECT.
    8          1005.   PROCEDURE AFTER DISSOLUTION.
    9          1006.   CORPORATE  ACTION AND SURVIVAL OF REMEDIES AFTER DISSOL-
   10                    UTION.
   11          1007.   NOTICE  TO  CREDITORS  BY  CORPORATIONS   INTENDING   TO
   12                    DISSOLVE; FILING OR BARRING CLAIMS.
   13          1008.   JURISDICTION  OF  SUPREME COURT TO SUPERVISE DISSOLUTION
   14                    AND LIQUIDATION.
   15          1009.   APPLICABILITY TO DISSOLUTION UNDER OTHER PROVISIONS.
   16          1010.   REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS.
   17          1012.   CERTIFICATE  OF  ANNULMENT  OF  DISSOLUTION  AND   REIN-
   18                    STATEMENT OF CORPORATE EXISTENCE.
   19          1013.   DISSOLUTION  OF  CERTAIN  FIREMEN'S  BENEVOLENT  ASSOCI-
   20                    ATIONS.
   21          1014.   DISSOLUTION OF DOMESTIC CORPORATIONS BY PROCLAMATION.
   22  S 1001. PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS.
   23    (A) THE BOARD SHALL ADOPT A PLAN FOR THE  DISSOLUTION  OF  THE  CORPO-
   24  RATION AND THE DISTRIBUTION OF ITS ASSETS. SUCH PLAN SHALL IMPLEMENT ANY
   25  PROVISION  IN THE CERTIFICATE OF INCORPORATION PRESCRIBING THE DISTRIBU-
   26  TIVE RIGHTS OF MEMBERS.
   27    (B) IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSE  AND  HOLDS
   28  ASSETS  RECEIVED  FOR  SPECIFIC  PURPOSES, THE PLAN OF DISSOLUTION SHALL
   29  INCLUDE A STATEMENT TO THAT EFFECT.
   30    (C) IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSES AND HAS NO
   31  ASSETS TO DISTRIBUTE, OTHER THAN A RESERVE  NOT  TO  EXCEED  TWENTY-FIVE
   32  THOUSAND  DOLLARS  FOR  THE  PURPOSE  OF  PAYING  ORDINARY AND NECESSARY
   33  EXPENSES OF WINDING UP ITS AFFAIRS  INCLUDING  ATTORNEY  AND  ACCOUNTANT
   34  FEES,  AND LIABILITIES NOT IN EXCESS OF TEN THOUSAND DOLLARS AT THE TIME
   35  OF ADOPTION OF THE PLAN OF DISSOLUTION, THE PLAN  OF  DISSOLUTION  SHALL
   36  INCLUDE A STATEMENT TO THAT EFFECT.
   37    (D)  IF  THE  CORPORATION HAS ASSETS TO DISTRIBUTE OR LIABILITIES, THE
   38  PLAN OF DISSOLUTION SHALL CONTAIN:
   39    (1) A DESCRIPTION WITH REASONABLE  CERTAINTY  OF  THE  ASSETS  OF  THE
   40  CORPORATION  AND  THEIR  FAIR  VALUE,  AND THE TOTAL AMOUNT OF DEBTS AND
   41  OTHER LIABILITIES INCURRED OR ESTIMATED BY  THE  CORPORATION,  INCLUDING
   42  THE TOTAL AMOUNT OF ANY ACCOUNTING AND LEGAL FEES INCURRED OR ESTIMATED,
   43  IN CONNECTION WITH THE DISSOLUTION PROCEDURE.
   44    (2)  A  STATEMENT  AS TO WHETHER ANY GIFTS OR OTHER ASSETS ARE LEGALLY
   45  REQUIRED TO BE USED FOR A PARTICULAR PURPOSE.
   46    (3) IF THERE ARE ASSETS RECEIVED AND HELD BY  THE  CORPORATION  FOR  A
   47  SPECIFIC  PURPOSE, A STATEMENT THAT THE ASSETS OWNED BY THE CORPORATION,
   48  SUBJECT TO ANY UNPAID LIABILITIES OF THE CORPORATION, SHALL BE  DISTRIB-
   49  UTED  AS REQUIRED BY ANY GIFT INSTRUMENT OR TO A CHARITABLE ORGANIZATION
   50  OR ORGANIZATIONS EXEMPT FROM TAXATION PURSUANT TO FEDERAL AND STATE LAWS
   51  AND  ENGAGED  IN  ACTIVITIES  SUBSTANTIALLY  SIMILAR  TO  THOSE  OF  THE
   52  DISSOLVED  CORPORATION.  EACH SUCH RECIPIENT ORGANIZATION SHALL BE IDEN-
   53  TIFIED AND THE GOVERNING INSTRUMENT AND AMENDMENTS THERETO  OF  EACH  OF
   54  THE PROPOSED RECIPIENT ORGANIZATIONS SHALL BE ANNEXED TO SUCH STATEMENT,
   55  ALONG  WITH THE FINANCIAL REPORTS OF EACH RECIPIENT ORGANIZATION FOR THE
       A. 5727                            78
    1  LAST THREE YEARS AND A SWORN AFFIDAVIT FROM A DIRECTOR  AND  OFFICER  OF
    2  EACH  RECIPIENT  ORGANIZATION  STATING THE PURPOSES OF THE ORGANIZATION,
    3  AND THAT IT IS CURRENTLY EXEMPT FROM FEDERAL INCOME TAXATION.
    4    (4) IF ANY OF THE ASSETS OF THE CORPORATION ARE TO BE DISTRIBUTED TO A
    5  RECIPIENT FOR A SPECIFIC PURPOSE, AN AGREEMENT BY THE RECIPIENT TO APPLY
    6  THE ASSETS RECEIVED ONLY FOR SUCH PURPOSE SHALL BE INCLUDED.
    7  S 1002. AUTHORIZATION OF PLAN.
    8    (A)  UPON  ADOPTING  A PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS,
    9  THE BOARD SHALL SUBMIT IT TO A VOTE OF THE MEMBERS,  IF  ANY,  AND  SUCH
   10  PLAN  SHALL  BE  APPROVED  AT A MEETING OF MEMBERS BY TWO-THIRDS VOTE AS
   11  PROVIDED IN PARAGRAPH (C) OF SECTION  613  OF  THIS  CHAPTER;  PROVIDED,
   12  HOWEVER,  THAT  IF THE CORPORATION IS ORGANIZED FOR CHARITABLE PURPOSES,
   13  OTHER THAN A CORPORATION INCORPORATED PURSUANT TO  ARTICLE  15  OF  THIS
   14  CHAPTER,  AND  HAS  NO ASSETS TO DISTRIBUTE, OTHER THAN A RESERVE NOT TO
   15  EXCEED TWENTY-FIVE THOUSAND DOLLARS FOR THE PURPOSE OF  PAYING  ORDINARY
   16  AND  NECESSARY EXPENSES OF WINDING UP ITS AFFAIRS INCLUDING ATTORNEY AND
   17  ACCOUNTANT FEES, AND LIABILITIES NOT IN EXCESS OF TEN  THOUSAND  DOLLARS
   18  AT THE TIME OF ADOPTION OF THE PLAN OF DISSOLUTION, THE VOTE REQUIRED BY
   19  THE CORPORATION'S BOARD OF DIRECTORS FOR ADOPTION OF THE PLAN OF DISSOL-
   20  UTION  OF  SUCH  A  CORPORATION  OR BY THE CORPORATION'S MEMBERS FOR THE
   21  AUTHORIZATION THEREOF SHALL BE:
   22    (1) IN THE CASE OF A VOTE BY THE BOARD OF DIRECTORS:
   23    (I) THE NUMBER OF DIRECTORS REQUIRED UNDER THE CERTIFICATE OF INCORPO-
   24  RATION, BY-LAWS, THIS CHAPTER AND ANY OTHER APPLICABLE LAW; OR
   25    (II) IF THE NUMBER OF DIRECTORS ACTUALLY HOLDING OFFICE AS SUCH AT THE
   26  TIME OF THE VOTE TO ADOPT THE PLAN IS LESS THAN THE NUMBER  REQUIRED  TO
   27  CONSTITUTE A QUORUM OF DIRECTORS UNDER THE CERTIFICATE OF INCORPORATION,
   28  THE  BY-LAWS,  THIS  CHAPTER  OR ANY OTHER APPLICABLE LAW, THE REMAINING
   29  DIRECTORS UNANIMOUSLY;
   30    (2) IN THE CASE OF A VOTE BY THE MEMBERS:
   31    (I) THE NUMBER OF MEMBERS REQUIRED UNDER THE CERTIFICATE  OF  INCORPO-
   32  RATION, BY-LAWS, THIS CHAPTER AND ANY OTHER APPLICABLE LAW; OR
   33    (II)  BY  THE  VOTE  OF  MEMBERS AUTHORIZED BY AN ORDER OF THE SUPREME
   34  COURT PURSUANT TO SECTION 608 OF THIS CHAPTER PERMITTING THE CORPORATION
   35  TO DISPENSE WITH THE APPLICABLE QUORUM REQUIREMENT.
   36  NOTICE OF A SPECIAL OR REGULAR MEETING OF THE BOARD OF DIRECTORS  OR  OF
   37  THE  MEMBERS  ENTITLED TO VOTE ON ADOPTION AND AUTHORIZATION OR APPROVAL
   38  OF THE PLAN OF DISSOLUTION SHALL  BE  SENT  TO  ALL  THE  DIRECTORS  AND
   39  MEMBERS  OF  RECORD ENTITLED TO VOTE. UNLESS OTHERWISE DIRECTED BY ORDER
   40  OF THE SUPREME COURT PURSUANT TO SECTION 608 OF THIS CHAPTER, THE NOTICE
   41  SHALL BE SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO  THE  LAST
   42  KNOWN ADDRESS OF RECORD OF EACH DIRECTOR AND MEMBER NOT FEWER THAN THIR-
   43  TY,  AND  NOT  MORE  THAN  SIXTY  DAYS  BEFORE  THE DATE OF EACH MEETING
   44  PROVIDED, HOWEVER, THAT IF THE LAST  KNOWN  ADDRESS  OF  RECORD  OF  ANY
   45  DIRECTOR  OR  MEMBER IS NOT WITHIN THE UNITED STATES, THE NOTICE TO SUCH
   46  DIRECTOR SHALL BE SENT BY ANY OTHER REASONABLE MEANS.
   47    (B) IF THERE ARE NO MEMBERS ENTITLED TO VOTE ON THE DISSOLUTION OF THE
   48  CORPORATION, THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS SHALL BE
   49  DEEMED AUTHORIZED UPON ITS ADOPTION BY THE BOARD.
   50    (C) WHENEVER A STATUTE CREATING, OR AUTHORIZING THE  FORMATION  OF,  A
   51  CORPORATION  REQUIRES  NOTICE  TO  OR APPROVAL BY A GOVERNMENTAL BODY OR
   52  OFFICER FOR THE FORMATION OF  SUCH  CORPORATION,  (I)  SUCH  CORPORATION
   53  SHALL  PROVIDE  A CERTIFIED COPY OF THE CERTIFICATE OF MERGER OR CONSOL-
   54  IDATION, WITHIN THIRTY DAYS AFTER THE FILING  OF  SUCH  CERTIFICATE,  TO
   55  EACH  GOVERNMENTAL BODY OR OFFICER OF OTHER PERSON OR BODY TO WHOM OR TO
   56  WHICH ANY SUCH NOTICE WAS REQUIRED FOR THE FORMATION OF SUCH CORPORATION
       A. 5727                            79
    1  AND (II) DISSOLUTION SHALL NOT BE AUTHORIZED  WITHOUT  THE  APPROVAL  OF
    2  SUCH BODY OR OFFICER FROM WHOM SUCH APPROVAL WAS REQUIRED FOR THE FORMA-
    3  TION OF SUCH CORPORATION.
    4    (D)  THE  PLAN  OF  DISSOLUTION  AND DISTRIBUTION OF ASSETS SHALL HAVE
    5  ANNEXED THERETO THE APPROVAL OF A JUSTICE OF THE SUPREME  COURT  IN  THE
    6  JUDICIAL  DISTRICT  IN WHICH THE OFFICE OF THE CORPORATION IS LOCATED IN
    7  THE CASE OF A  CORPORATION  THAT  HOLDS  ASSETS  RECEIVED  FOR  SPECIFIC
    8  PURPOSES, EXCEPT THAT NO SUCH APPROVAL SHALL BE REQUIRED WITH RESPECT TO
    9  THE  PLAN  OF  DISSOLUTION  OF  A  CORPORATION, OTHER THAN A CORPORATION
   10  INCORPORATED PURSUANT TO ARTICLE 15 OF THIS CHAPTER, WHICH HAS NO ASSETS
   11  TO DISTRIBUTE AT THE TIME OF DISSOLUTION, OTHER THAN A  RESERVE  NOT  TO
   12  EXCEED  TWENTY-FIVE  THOUSAND DOLLARS FOR THE PURPOSE OF PAYING ORDINARY
   13  AND NECESSARY EXPENSES OF WINDING UP ITS AFFAIRS INCLUDING ATTORNEY  AND
   14  ACCOUNTANT  FEES, AND LIABILITIES NOT IN EXCESS OF TEN THOUSAND DOLLARS,
   15  AND WHICH HAS COMPLIED WITH THE REQUIREMENTS OF  SECTION  1001  OF  THIS
   16  ARTICLE  AND  THIS SECTION APPLICABLE TO SUCH A CORPORATION. APPLICATION
   17  TO THE SUPREME COURT FOR AN ORDER FOR SUCH APPROVAL SHALL BE BY VERIFIED
   18  PETITION, WITH THE PLAN OF DISSOLUTION AND DISTRIBUTION  OF  ASSETS  AND
   19  CERTIFIED  COPIES  OF  THE  CONSENTS  PRESCRIBED BY THIS SECTION ANNEXED
   20  THERETO, AND UPON TEN DAYS WRITTEN NOTICE TO THE ATTORNEY GENERAL ACCOM-
   21  PANIED BY COPIES OF SUCH PETITION, PLAN AND CONSENTS. IN SUCH CASE WHERE
   22  APPROVAL OF A JUSTICE OF THE SUPREME COURT IS NOT REQUIRED FOR A  CORPO-
   23  RATION,  A  COPY OF SUCH PLAN CERTIFIED UNDER PENALTIES OF PERJURY SHALL
   24  BE FILED WITH THE ATTORNEY GENERAL WITHIN TEN DAYS  AFTER  ITS  AUTHORI-
   25  ZATION.
   26    (E)  NOTWITHSTANDING AUTHORIZATION AS PROVIDED IN THIS SECTION, AT ANY
   27  TIME PRIOR TO THE FILING OF THE CERTIFICATE OF DISSOLUTION, THE PLAN  OF
   28  DISSOLUTION  AND  DISTRIBUTION  OF ASSETS MAY BE ABANDONED PURSUANT TO A
   29  PROVISION FOR SUCH ABANDONMENT, IF ANY, CONTAINED IN THE PLAN OF DISSOL-
   30  UTION AND DISTRIBUTION OF ASSETS.
   31  S 1002-A. CARRYING OUT THE  PLAN  OF  DISSOLUTION  AND  DISTRIBUTION  OF
   32               ASSETS.
   33    PRIOR  TO FILING THE CERTIFICATE OF DISSOLUTION WITH THE DEPARTMENT OF
   34  STATE, A CORPORATION, AS APPLICABLE, SHALL:
   35    (A) CARRY OUT THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS,  PAY
   36  ITS LIABILITIES AND DISTRIBUTE ITS ASSETS IN ACCORDANCE THEREWITH WITHIN
   37  TWO  HUNDRED  SEVENTY  DAYS  FROM  THE  DATE THE PLAN OF DISSOLUTION AND
   38  DISTRIBUTION OF ASSETS SHALL HAVE BEEN (1)  AUTHORIZED  AS  PROVIDED  IN
   39  SECTION  1002  OF THIS ARTICLE, (2) APPROVED BY ANY GOVERNMENTAL BODY OR
   40  OFFICER WHOSE APPROVAL IS REQUIRED PURSUANT TO PARAGRAPH (C) OF  SECTION
   41  1002  OF  THIS  ARTICLE,  AND  (3)  APPROVED BY A JUSTICE OF THE SUPREME
   42  COURT, IF SUCH APPROVAL IS REQUIRED PURSUANT TO PARAGRAPH (D) OF SECTION
   43  1002 OF THIS ARTICLE, OR FILED WITH THE ATTORNEY GENERAL, IF SUCH FILING
   44  IS REQUIRED PURSUANT TO PARAGRAPH (D) OF SECTION 1002 OF  THIS  ARTICLE.
   45  EVIDENCE OF THE DISPOSITION OF ITS ASSETS AND PAYMENT OF ITS LIABILITIES
   46  PURSUANT  TO THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS SHALL BE
   47  SUBMITTED BY THE CORPORATION TO  THE  ATTORNEY  GENERAL  AND  ANY  OTHER
   48  GOVERNMENTAL BODY OR OFFICER, AS REQUIRED UNDER APPLICABLE LAWS.  IF THE
   49  PLAN  OF  DISSOLUTION  AND  DISTRIBUTION OF ASSETS CANNOT BE CARRIED OUT
   50  WITHIN THE PRESCRIBED TIME, THE ATTORNEY GENERAL  MAY  UPON  GOOD  CAUSE
   51  SHOWN  EXTEND  SUCH  TIME,  OR ANY EXTENDED PERIOD OF TIME, BY NOT FEWER
   52  THAN THIRTY DAYS NOR MORE THAN ONE YEAR;
   53    (B) PURSUANT TO THE PLAN OF DISSOLUTION  AND  DISTRIBUTION  OF  ASSETS
   54  FULFILL OR DISCHARGE ITS CONTRACTS, COLLECT AND SELL ITS ASSETS FOR CASH
   55  AT  PUBLIC OR PRIVATE SALE, DISCHARGE OR PAY ITS LIABILITIES, AND DO ALL
   56  OTHER ACTS APPROPRIATE TO LIQUIDATE ITS BUSINESS;
       A. 5727                            80
    1    (C) DISTRIBUTE THE ASSETS OF THE CORPORATION THAT REMAIN AFTER  PAYING
    2  OR  ADEQUATELY  PROVIDING  FOR  THE  PAYMENT  OF ITS LIABILITIES, IN THE
    3  FOLLOWING MANNER:
    4    (1)  ASSETS  RECEIVED  AND  HELD  BY  THE  CORPORATION  FOR A SPECIFIC
    5  PURPOSE, SHALL BE DISTRIBUTED TO ONE OR MORE DOMESTIC OR FOREIGN  CORPO-
    6  RATIONS OR OTHER ORGANIZATIONS ENGAGED IN ACTIVITIES SUBSTANTIALLY SIMI-
    7  LAR  TO  THOSE  OF  THE  DISSOLVED  CORPORATION  PURSUANT TO THE PLAN OF
    8  DISSOLUTION AND DISTRIBUTION OR, IF APPLICABLE, AS ORDERED BY THE  COURT
    9  TO  WHICH SUCH PLAN IS SUBMITTED FOR APPROVAL UNDER SECTION 1002 OF THIS
   10  ARTICLE. ANY DISPOSITION OF ASSETS CONTAINED IN A WILL OR OTHER  INSTRU-
   11  MENT, IN TRUST OR OTHERWISE, MADE BEFORE OR AFTER THE DISSOLUTION, TO OR
   12  FOR  THE  BENEFIT  OF ANY CORPORATION SO DISSOLVED SHALL INURE TO OR FOR
   13  THE BENEFIT OF THE CORPORATION OR ORGANIZATION ACQUIRING SUCH ASSETS  OF
   14  THE  DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION, AND SO FAR AS IS
   15  NECESSARY FOR THAT PURPOSE THE  CORPORATION  OR  ORGANIZATION  ACQUIRING
   16  SUCH  ASSETS  OF  THE DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION,
   17  AND SO FAR AS IS NECESSARY FOR THAT PURPOSE THE CORPORATION OR ORGANIZA-
   18  TION ACQUIRING SUCH DISPOSITION SHALL  BE  DEEMED  A  SUCCESSOR  TO  THE
   19  DISSOLVED  CORPORATION  WITH  RESPECT TO SUCH ASSETS; PROVIDED, HOWEVER,
   20  THAT SUCH DISPOSITION SHALL BE DEVOTED BY THE ACQUIRING  CORPORATION  OR
   21  ORGANIZATION TO THE PURPOSES INTENDED BY THE TESTATOR, DONOR OR GRANTOR.
   22    (2)  ASSETS  OTHER  THAN  THOSE  DESCRIBED BY SUBPARAGRAPH ONE OF THIS
   23  PARAGRAPH, IF ANY, SHALL BE DISTRIBUTED IN ACCORDANCE WITH THE  SPECIFI-
   24  CATIONS OF THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS OR, TO THE
   25  EXTENT THAT THE CERTIFICATE OF INCORPORATION PRESCRIBES THE DISTRIBUTIVE
   26  RIGHTS OF MEMBERS, OR OF ANY CLASS OR CLASSES OF MEMBERS, AS PROVIDED IN
   27  SUCH CERTIFICATE;
   28    (D) WITHIN SIX MONTHS FROM THE DATE FIXED FOR THE PAYMENT OF THE FINAL
   29  LIQUIDATING  DISTRIBUTION PURSUANT TO PARAGRAPH (A) OF THIS SECTION, PAY
   30  ANY ASSETS DISTRIBUTABLE TO A CREDITOR  OR  MEMBER  WHO  IS  UNKNOWN  OR
   31  CANNOT  BE  FOUND,  TO  THE  STATE COMPTROLLER PURSUANT TO THE ABANDONED
   32  PROPERTY LAW;
   33    (E) DISTRIBUTE ASSETS THAT ARE NOT  SUBJECT  TO  SUBPARAGRAPH  ONE  OF
   34  PARAGRAPH  (C)  OF THIS SECTION UNDER A PLAN OF DISTRIBUTION, IN ACCORD-
   35  ANCE WITH THE FOLLOWING ORDER OF PRIORITIES:
   36    (1) HOLDERS OF CAPITAL CERTIFICATES.
   37    (2) MEMBERS, IF PERMITTED BY LAW.
   38  S 1003. CERTIFICATE OF DISSOLUTION; CONTENTS; APPROVAL.
   39    (A) AFTER THE PLAN OF DISSOLUTION AND DISTRIBUTION OF ASSETS HAS  BEEN
   40  ADOPTED,  AUTHORIZED,  APPROVED AND CARRIED OUT PURSUANT TO THE TERMS OF
   41  THE PLAN WITHIN THE TIME PERIOD SET FORTH PURSUANT TO SECTION 1002-A  OF
   42  THIS  ARTICLE,  A  CERTIFICATE  OF DISSOLUTION, ENTITLED "CERTIFICATE OF
   43  DISSOLUTION OF ..... (NAME OF CORPORATION) UNDER  SECTION  1003  OF  THE
   44  NON-PROFIT CORPORATION LAW" SHALL BE SIGNED AND, IF REQUIRED PURSUANT TO
   45  SUBPARAGRAPH  TWO  OF  PARAGRAPH (B) OF THIS SECTION, AFTER THE ATTORNEY
   46  GENERAL HAS AFFIXED THEREON HIS OR HER CONSENT TO THE DISSOLUTION,  SUCH
   47  CERTIFICATE  OF  DISSOLUTION  SHALL  BE  DELIVERED  TO THE DEPARTMENT OF
   48  STATE. IT SHALL SET FORTH:
   49    (1) THE NAME OF THE CORPORATION AND, IF ITS NAME HAS BEEN CHANGED, THE
   50  NAME UNDER WHICH IT WAS FORMED.
   51    (2) THE DATE ITS CERTIFICATE OF INCORPORATION WAS FILED BY THE DEPART-
   52  MENT OF STATE.
   53    (3) THE NAME AND ADDRESS OF EACH OF ITS OFFICERS AND DIRECTORS.
   54    (4) A STATEMENT AS TO WHETHER OR NOT THE CORPORATION HOLDS ASSETS  FOR
   55  SPECIFIC  PURPOSES  AT  THE TIME OF AUTHORIZATION OF ITS PLAN OF DISSOL-
       A. 5727                            81
    1  UTION AND DISTRIBUTION OF ASSETS AS PROVIDED IN  SECTION  1002  OF  THIS
    2  ARTICLE.
    3    (5) THAT THE CORPORATION ELECTS TO DISSOLVE.
    4    (6) THE MANNER IN WHICH THE DISSOLUTION WAS AUTHORIZED. IF THE DISSOL-
    5  UTION OF THE CORPORATION IS AUTHORIZED BY A VOTE OF THE DIRECTORS AND/OR
    6  MEMBERS OF THE CORPORATION THAT IS LESS THAN THAT ORDINARILY REQUIRED BY
    7  THE CERTIFICATE OF INCORPORATION, THE BY-LAWS, THIS CHAPTER OR ANY OTHER
    8  APPLICABLE  LAW,  AS  PERMITTED BY PARAGRAPH (A) OF SECTION 1002 OF THIS
    9  ARTICLE, THEN THE CERTIFICATE OF DISSOLUTION SHALL SO STATE.
   10    (B) SUCH CERTIFICATE OF DISSOLUTION SHALL  HAVE  INDORSED  THEREON  OR
   11  ANNEXED THERETO THE APPROVAL OF THE DISSOLUTION:
   12    (1) BY A GOVERNMENTAL BODY OR OFFICER, IF SUCH APPROVAL IS REQUIRED. A
   13  CORPORATION WHOSE STATEMENT OF PURPOSES SPECIFICALLY INCLUDES THE ESTAB-
   14  LISHMENT  OR  OPERATION  OF  A  CHILD  DAY  CARE CENTER, AS THAT TERM IS
   15  DEFINED IN SECTION THREE HUNDRED NINETY  OF  THE  SOCIAL  SERVICES  LAW,
   16  SHALL PROVIDE A CERTIFIED COPY OF ANY CERTIFICATE OF DISSOLUTION INVOLV-
   17  ING SUCH CORPORATION TO THE OFFICE OF CHILDREN AND FAMILY SERVICES WITH-
   18  IN  THIRTY DAYS AFTER THE FILING OF SUCH DISSOLUTION WITH THE DEPARTMENT
   19  OF STATE.
   20    (2) BY THE ATTORNEY GENERAL IN THE  CASE  OF  A  CORPORATION  THAT  IS
   21  ORGANIZED  FOR  CHARITABLE  PURPOSES  AND  HOLDS  ASSETS  AT THE TIME OF
   22  DISSOLUTION RECEIVED FOR SPECIFIC PURPOSES.
   23    (C) THE APPLICATION TO  THE  ATTORNEY  GENERAL  FOR  APPROVAL  OF  THE
   24  CERTIFICATE  OF  DISSOLUTION  PURSUANT  TO PARAGRAPH (B) OF THIS SECTION
   25  SHALL BE BY VERIFIED PETITION AND SHALL INCLUDE A FINAL FINANCIAL REPORT
   26  SHOWING DISPOSITION OF ALL OF THE CORPORATION'S ASSETS AND  LIABILITIES,
   27  THE  REQUISITE  GOVERNMENTAL APPROVALS AND THE APPROPRIATE FEES, IF ANY,
   28  ACCOMPANIED BY THE CERTIFICATE OF DISSOLUTION.
   29  S 1004. CERTIFICATE OF DISSOLUTION; FILING; EFFECT.
   30    THE DEPARTMENT OF STATE SHALL NOT FILE A  CERTIFICATE  OF  DISSOLUTION
   31  UNLESS  THE  CONSENT  OF  THE  DEPARTMENT OF TAXATION AND FINANCE TO THE
   32  DISSOLUTION IS ATTACHED THERETO. UPON FILING THE CERTIFICATE, THE CORPO-
   33  RATION IS DISSOLVED.
   34  S 1005. PROCEDURE AFTER DISSOLUTION.
   35    (A) AFTER DISSOLUTION:
   36    (1) THE CORPORATION SHALL  CARRY  ON  NO  ACTIVITIES  EXCEPT  FOR  THE
   37  PURPOSE OF WINDING UP ITS AFFAIRS.
   38    (2)  THE  CORPORATION SHALL PROCEED TO WIND UP ITS AFFAIRS, WITH POWER
   39  TO FULFILL OR DISCHARGE ITS CONTRACTS,  COLLECT  ITS  ASSETS,  SELL  ITS
   40  ASSETS  FOR CASH AT PUBLIC OR PRIVATE SALE, DISCHARGE OR PAY ITS LIABIL-
   41  ITIES, AND DO ALL OTHER ACTS APPROPRIATE TO LIQUIDATE ITS BUSINESS.
   42    (3) AFTER PAYING OR  ADEQUATELY  PROVIDING  FOR  THE  PAYMENT  OF  ITS
   43  LIABILITIES,  THE  REMAINING ASSETS OF THE CORPORATION SHALL BE DISTRIB-
   44  UTED IN THE FOLLOWING MANNER:
   45    (A) ASSETS RECEIVED AND HELD BY THE CORPORATION FOR A  PURPOSE  SPECI-
   46  FIED  AS TYPE B IN PARAGRAPH (B) OF SECTION 201 OF THIS CHAPTER OR WHICH
   47  ARE LEGALLY REQUIRED TO BE  USED  FOR  A  PARTICULAR  PURPOSE  SHALL  BE
   48  DISTRIBUTED  TO  ONE  OR  MORE DOMESTIC OR FOREIGN CORPORATIONS OR OTHER
   49  ORGANIZATIONS ENGAGED IN ACTIVITIES SUBSTANTIALLY SIMILAR  TO  THOSE  OF
   50  THE  DISSOLVED CORPORATION PURSUANT TO A PLAN OF DISTRIBUTION ADOPTED AS
   51  PROVIDED IN SECTION 1001 OF THIS ARTICLE OR AS ORDERED BY THE  COURT  TO
   52  WHICH  SUCH  PLAN  IS  SUBMITTED FOR APPROVAL UNDER SECTION 1002 OF THIS
   53  ARTICLE. ANY DISPOSITION CONTAINED IN ANY WILL OR OTHER  INSTRUMENT,  IN
   54  TRUST  OR OTHERWISE, MADE BEFORE OR AFTER THE DISSOLUTION, TO OR FOR THE
   55  BENEFIT OF ANY CORPORATION SO DISSOLVED SHALL INURE TO OR FOR THE  BENE-
   56  FIT  OF  THE  CORPORATION  OR  ORGANIZATION  ACQUIRING THE ASSETS OF THE
       A. 5727                            82
    1  DISSOLVED CORPORATION AS PROVIDED IN THIS SECTION,  AND  SO  FAR  AS  IS
    2  NECESSARY  FOR  THAT  PURPOSE  THE CORPORATION OR ORGANIZATION ACQUIRING
    3  SUCH DISPOSITION SHALL BE DEEMED A SUCCESSOR  TO  THE  DISSOLVED  CORPO-
    4  RATION: PROVIDED, HOWEVER, THAT SUCH DISPOSITION SHALL BE DEVOTED BY THE
    5  ACQUIRING  CORPORATION  OR  ORGANIZATION TO THE PURPOSES INTENDED BY THE
    6  TESTATOR, DONOR OR GRANTOR.
    7    (B) OTHER ASSETS, IF ANY, SHALL BE DISTRIBUTED IN ACCORDANCE WITH  THE
    8  SPECIFICATIONS  OF  THE  PLAN  OF  DISTRIBUTION  ADOPTED  AS PROVIDED IN
    9  SECTION 1001 OF THIS ARTICLE OR, TO THE EXTENT THAT THE  CERTIFICATE  OF
   10  INCORPORATION  PRESCRIBES  THE DISTRIBUTIVE RIGHTS OF MEMBERS, OR OF ANY
   11  CLASS OR CLASSES OF MEMBERS, AS PROVIDED IN SUCH CERTIFICATE.
   12    (4) ANY ASSETS DISTRIBUTABLE TO A CREDITOR OR MEMBER WHO IS UNKNOWN OR
   13  CANNOT BE FOUND, OR WHO IS UNDER A DISABILITY,  SHALL  BE  PAID  TO  THE
   14  STATE  COMPTROLLER AS ABANDONED PROPERTY WITHIN SIX MONTHS FROM THE DATE
   15  FIXED FOR THE PAYMENT OF THE  FINAL  LIQUIDATING  DISTRIBUTION,  AND  BE
   16  SUBJECT TO THE PROVISIONS OF THE ABANDONED PROPERTY LAW.
   17    (B)  ASSETS  SHALL  BE  DISTRIBUTED  UNDER  A  PLAN OF DISTRIBUTION IN
   18  ACCORDANCE WITH THE FOLLOWING ORDER OF PRIORITIES:
   19    (1) HOLDERS OF CAPITAL CERTIFICATES.
   20    (2) MEMBERS.
   21  S 1006. CORPORATE ACTION AND SURVIVAL OF REMEDIES AFTER DISSOLUTION.
   22    (A) AFTER DISSOLUTION, A CORPORATION SHALL NOT COMMENCE ANY NEW ACTIV-
   23  ITIES. A DISSOLVED CORPORATION, ITS DIRECTORS, OFFICERS AND MEMBERS  MAY
   24  CONTINUE  TO  FUNCTION  FOR THE PURPOSE OF WINDING UP THE AFFAIRS OF THE
   25  CORPORATION IN THE SAME MANNER AS  IF  THE  DISSOLUTION  HAD  NOT  TAKEN
   26  PLACE,  EXCEPT  AS OTHERWISE PROVIDED IN THIS CHAPTER OR BY COURT ORDER.
   27  IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
   28    (1) THE DIRECTORS OF A DISSOLVED CORPORATION SHALL NOT BE DEEMED TO BE
   29  TRUSTEES OF ITS ASSETS; TITLE TO SUCH ASSETS SHALL NOT VEST IN THEM, BUT
   30  SHALL REMAIN IN THE CORPORATION UNTIL TRANSFERRED BY IT IN ITS CORPORATE
   31  NAME.
   32    (2) DISSOLUTION SHALL NOT CHANGE QUORUM OR VOTING REQUIREMENTS FOR THE
   33  BOARD OR MEMBERS, OR PROVISIONS REGARDING ELECTION, APPOINTMENT,  RESIG-
   34  NATION OR REMOVAL OF, OR FILLING VACANCIES AMONG, DIRECTORS OR OFFICERS,
   35  OR  PROVISIONS  REGARDING  AMENDMENT OR REPEAL OF BY-LAWS OR ADOPTION OF
   36  NEW BY-LAWS.
   37    (3) CAPITAL CERTIFICATES  MAY  BE  TRANSFERRED  AND  DETERMINATION  OF
   38  MEMBERS  FOR  ANY  PURPOSE  MAY  BE  MADE  WITHOUT CLOSING THE RECORD OF
   39  MEMBERS UNTIL SUCH TIME, IF ANY, AS  SUCH  RECORD  MAY  BE  CLOSED,  AND
   40  EITHER THE BOARD OR THE MEMBERS MAY CLOSE IT.
   41    (4)  THE  CORPORATION MAY SUE OR BE SUED IN ALL COURTS AND PARTICIPATE
   42  IN ACTIONS AND PROCEEDINGS, WHETHER JUDICIAL,  ADMINISTRATIVE,  ARBITRA-
   43  TIVE  OR  OTHERWISE, IN ITS CORPORATE NAME, AND PROCESS MAY BE SERVED BY
   44  OR UPON IT.
   45    (B) THE DISSOLUTION OF A  CORPORATION  SHALL  NOT  AFFECT  ANY  REMEDY
   46  AVAILABLE  TO  OR  AGAINST  SUCH CORPORATION, ITS DIRECTORS, OFFICERS OR
   47  MEMBERS, FOR ANY RIGHT OR  CLAIM  EXISTING  OR  ANY  LIABILITY  INCURRED
   48  BEFORE  SUCH  DISSOLUTION, EXCEPT AS PROVIDED IN SECTION 1007 OR 1008 OF
   49  THIS ARTICLE.
   50  S 1007. NOTICE TO  CREDITORS  BY  CORPORATIONS  INTENDING  TO  DISSOLVE;
   51               FILING OR BARRING CLAIMS.
   52    (A)  AT  ANY  TIME PRIOR TO FILING THE CERTIFICATE OF DISSOLUTION, THE
   53  CORPORATION MAY GIVE A NOTICE REQUIRING  ALL  CREDITORS  AND  CLAIMANTS,
   54  INCLUDING  ANY  WITH UNLIQUIDATED OR CONTINGENT CLAIMS AND ANY WITH WHOM
   55  THE CORPORATION HAS UNFULFILLED CONTRACTS, TO PRESENT  THEIR  CLAIMS  IN
   56  WRITING AND IN DETAIL AT A SPECIFIED PLACE AND BY A SPECIFIED DAY, WHICH
       A. 5727                            83
    1  SHALL  NOT  BE  LESS THAN SIX MONTHS AFTER THE FIRST PUBLICATION OF SUCH
    2  NOTICE. SUCH NOTICE SHALL BE PUBLISHED AT LEAST  ONCE  A  WEEK  FOR  TWO
    3  SUCCESSIVE  WEEKS IN A NEWSPAPER OF GENERAL CIRCULATION IN THE COUNTY IN
    4  WHICH  THE  OFFICE OF THE CORPORATION WAS LOCATED AT THE DATE OF DISSOL-
    5  UTION. ON OR BEFORE THE DATE OF THE FIRST PUBLICATION  OF  SUCH  NOTICE,
    6  THE  CORPORATION  SHALL  MAIL  A  COPY THEREOF, POSTAGE PREPAID, TO EACH
    7  PERSON BELIEVED TO BE A CREDITOR OF OR CLAIMANT AGAINST THE  CORPORATION
    8  WHOSE CURRENT NAME AND ADDRESS ARE KNOWN TO OR CAN WITH DUE DILIGENCE BE
    9  ASCERTAINED  BY  THE  CORPORATION.  THE  GIVING OF SUCH NOTICE SHALL NOT
   10  CONSTITUTE A RECOGNITION THAT ANY PERSON IS A PROPER CREDITOR OR  CLAIM-
   11  ANT,  AND SHALL NOT REVIVE OR MAKE VALID, OR OPERATE AS A RECOGNITION OF
   12  THE VALIDITY OF, OR A WAIVER OF ANY DEFENSE OR COUNTERCLAIM  IN  RESPECT
   13  OF ANY CLAIM AGAINST THE CORPORATION, ITS ASSETS, DIRECTORS, OFFICERS OR
   14  MEMBERS,  WHICH  HAS BEEN BARRED BY ANY STATUTE OF LIMITATIONS OR BECOME
   15  INVALID BY ANY CAUSE, OR IN RESPECT OF WHICH THE CORPORATION, ITS DIREC-
   16  TORS, OFFICERS OR MEMBERS, HAS ANY DEFENSE OR COUNTERCLAIM.
   17    (B) ANY CLAIMS WHICH SHALL HAVE BEEN FILED AS PROVIDED IN SUCH  NOTICE
   18  AND  WHICH  SHALL  BE  DISPUTED  BY THE CORPORATION MAY BE SUBMITTED FOR
   19  DETERMINATION TO THE SUPREME COURT UNDER SECTION 1008 OF THIS ARTICLE OR
   20  PURSUANT TO ARTICLE 11 OF THIS CHAPTER. A CLAIM FILED BY THE TRUSTEE  OR
   21  PAYING  AGENT  FOR  THE  HOLDERS OF BONDS OR COUPONS SHALL HAVE THE SAME
   22  EFFECT AS IF FILED BY THE HOLDER OF  ANY  SUCH  BONDS  OR  COUPONS.  ANY
   23  PERSON  WHOSE  CLAIM  IS,  AT  THE DATE OF THE FIRST PUBLICATION OF SUCH
   24  NOTICE, BARRED BY ANY STATUTE OF LIMITATIONS IS NOT A CREDITOR OR CLAIM-
   25  ANT ENTITLED TO ANY NOTICE UNDER THIS SECTION OR SUCH  SECTION  1008  OF
   26  THIS  ARTICLE.  THE  CLAIM OF ANY SUCH PERSON AND ALL OTHER CLAIMS WHICH
   27  ARE NOT TIMELY FILED AS PROVIDED IN SUCH NOTICE EXCEPT CLAIMS WHICH  ARE
   28  THE  SUBJECT  OF LITIGATION ON THE DATE OF THE FIRST PUBLICATION OF SUCH
   29  NOTICE AND ALL CLAIMS WHICH ARE SO FILED BUT ARE DISALLOWED BY THE COURT
   30  UNDER SUCH SECTION 1008 OF THIS ARTICLE,  SHALL  BE  FOREVER  BARRED  AS
   31  AGAINST  THE  CORPORATION,  ITS ASSETS, DIRECTORS, OFFICERS AND MEMBERS,
   32  EXCEPT TO SUCH EXTENT, IF ANY, AS THE COURT MAY ALLOW THEM  AGAINST  ANY
   33  REMAINING  ASSETS OF THE CORPORATION IN THE CASE OF A CREDITOR WHO SHOWS
   34  SATISFACTORY REASON FOR FAILURE TO FILE A CLAIM AS SO PROVIDED.  IF  THE
   35  COURT REQUIRES A FURTHER NOTICE UNDER SUCH SECTION 1008 OF THIS ARTICLE,
   36  ANY  REFERENCE TO A NOTICE IN THIS SECTION SHALL, TO THE EXTENT THAT THE
   37  COURT SO ORDERS, MEAN SUCH FURTHER NOTICE, EXCEPT THAT A CLAIM WHICH HAS
   38  BEEN FILED IN ACCORDANCE WITH A NOTICE UNDER THIS SECTION  NEED  NOT  BE
   39  REFILED UNDER SUCH FURTHER NOTICE.
   40    (C) NOTWITHSTANDING THIS SECTION AND SECTION 1008 OF THIS ARTICLE, TAX
   41  CLAIMS AND OTHER CLAIMS OF THIS STATE AND OF THE UNITED STATES SHALL NOT
   42  BE  REQUIRED TO BE FILED UNDER THOSE SECTIONS, AND SUCH CLAIMS SHALL NOT
   43  BE BARRED BECAUSE NOT SO FILED, AND DISTRIBUTION OF THE  ASSETS  OF  THE
   44  CORPORATION, OR ANY PART THEREOF, MAY BE DEFERRED UNTIL DETERMINATION OF
   45  ANY SUCH CLAIMS.
   46    (D)  LABORERS' WAGES SHALL BE PREFERRED CLAIMS AND ENTITLED TO PAYMENT
   47  BEFORE ANY OTHER CREDITORS OUT OF  THE  ASSETS  OF  THE  CORPORATION  IN
   48  EXCESS OF VALID PRIOR LIENS OR ENCUMBRANCES.
   49  S 1008. JURISDICTION  OF  SUPREME  COURT  TO  SUPERVISE  DISSOLUTION AND
   50               LIQUIDATION.
   51    (A) AT ANY TIME AFTER THE FILING OF A CERTIFICATE OF DISSOLUTION UNDER
   52  THIS ARTICLE, THE SUPREME COURT  IN  THE  JUDICIAL  DISTRICT  WHERE  THE
   53  OFFICE OF THE CORPORATION WAS LOCATED AT THE DATE OF ITS DISSOLUTION, IN
   54  A SPECIAL PROCEEDING INSTITUTED UNDER THIS SECTION, UPON THE PETITION OF
   55  THE CORPORATION OR, IN A SITUATION APPROVED BY THE COURT, UPON THE PETI-
   56  TION  OF A CREDITOR, CLAIMANT, DIRECTOR, OFFICER, MEMBER, SUBSCRIBER FOR
       A. 5727                            84
    1  CAPITAL CERTIFICATES, INCORPORATOR OR THE ATTORNEY GENERAL, MAY  SUSPEND
    2  OR  ANNUL THE DISSOLUTION OR CONTINUE THE LIQUIDATION OF THE CORPORATION
    3  UNDER THE SUPERVISION OF THE COURT AND MAY MAKE ALL SUCH  ORDERS  AS  IT
    4  MAY DEEM PROPER IN ALL MATTERS IN CONNECTION WITH THE DISSOLUTION OR THE
    5  WINDING  UP  OF  THE  AFFAIRS OF THE CORPORATION, AND IN PARTICULAR, AND
    6  WITHOUT LIMITING THE GENERALITY OF THE  FOREGOING,  IN  RESPECT  OF  THE
    7  FOLLOWING:
    8    (1)  THE  DETERMINATION  OF  THE  VALIDITY OF THE AUTHORIZATION OF THE
    9  DISSOLUTION OF THE CORPORATION AND OF THE EXECUTION AND DELIVERY OF  THE
   10  CERTIFICATE OF DISSOLUTION UNDER THIS ARTICLE.
   11    (2)  THE  ADEQUACY OF THE NOTICE GIVEN TO CREDITORS AND CLAIMANTS AND,
   12  IF IT IS DETERMINED TO HAVE BEEN INADEQUATE,  THE  REQUIREMENT  OF  SUCH
   13  FURTHER NOTICE AS THE COURT MAY DEEM PROPER.
   14    (3)  THE DETERMINATION OF THE VALIDITY AND AMOUNT OF INVALIDITY OF ANY
   15  CLAIMS WHICH HAVE BEEN PRESENTED TO THE CORPORATION.
   16    (4) THE BARRING OF ALL CREDITORS AND CLAIMANTS  WHO  HAVE  NOT  TIMELY
   17  FILED  CLAIMS  AS PROVIDED IN ANY SUCH NOTICE, OR WHOSE CLAIMS HAVE BEEN
   18  DISALLOWED BY THE COURT, AS AGAINST THE CORPORATION, ITS ASSETS,  DIREC-
   19  TORS, OFFICERS AND MEMBERS.
   20    (5)  THE  DETERMINATION AND ENFORCEMENT OF THE LIABILITY OF ANY DIREC-
   21  TOR, OFFICER, MEMBER OR SUBSCRIBER  FOR  CAPITAL  CERTIFICATES,  TO  THE
   22  CORPORATION OR FOR THE LIABILITIES OF THE CORPORATION.
   23    (6)  THE PRESENTATION AND FILING OF INTERMEDIATE AND FINAL ACCOUNTS OF
   24  THE DIRECTORS, THE HEARING THEREON, THE ALLOWANCE OR DISALLOWANCE THERE-
   25  OF, AND THE DISCHARGE OF THE DIRECTORS,  OR  ANY  OF  THEM,  FROM  THEIR
   26  LIABILITIES.
   27    (7) THE ADMINISTRATION OF ANY TRUST, OR THE DISPOSITION OF ANY PROPER-
   28  TY HELD IN TRUST BY OR FOR THE CORPORATION.
   29    (8)  THE  PAYMENT,  SATISFACTION  OR  COMPROMISE OF CLAIMS AGAINST THE
   30  CORPORATION, THE RETENTION OF ASSETS FOR SUCH PURPOSE, AND THE  DETERMI-
   31  NATION OF THE ADEQUACY OF PROVISIONS MADE FOR PAYMENT OF THE LIABILITIES
   32  OF THE CORPORATION.
   33    (9) THE DISPOSITION OR DESTRUCTION OF RECORDS, DOCUMENTS AND PAPERS OF
   34  THE CORPORATION.
   35    (10)  THE  APPOINTMENT  AND  REMOVAL OF A RECEIVER UNDER ARTICLE 12 OF
   36  THIS CHAPTER WHO MAY BE A DIRECTOR, OFFICER  OR  MEMBER  OF  THE  CORPO-
   37  RATION.
   38    (11)  THE  ISSUANCE OF INJUNCTIONS FOR ONE OR MORE OF THE PURPOSES AND
   39  AS PROVIDED IN SECTION 1113 OF THIS CHAPTER.
   40    (12) THE RETURN OF SUBSCRIPTION PAYMENTS TO  SUBSCRIBERS  FOR  CAPITAL
   41  CERTIFICATES,  AND  THE  MAKING  OF DISTRIBUTIONS, IN CASH OR IN KIND OR
   42  PARTLY IN EACH, TO THE MEMBERS.
   43    (13) THE PAYMENT TO THE STATE COMPTROLLER, AS ABANDONED  PROPERTY,  OF
   44  ASSETS UNDER PARAGRAPH (D) OF SECTION 1002-A OF THIS ARTICLE.
   45    (14)  WHERE  ASSETS  HELD  BY THE CORPORATION WERE ASSETS RECEIVED FOR
   46  SPECIFIC PURPOSES, THE DISTRIBUTION OF SUCH ASSETS TO ONE OR MORE DOMES-
   47  TIC OR FOREIGN CORPORATIONS OR OTHER ORGANIZATIONS ENGAGED IN ACTIVITIES
   48  SUBSTANTIALLY SIMILAR TO THOSE OF THE DISSOLVED CORPORATION,  ON  NOTICE
   49  TO  THE  ATTORNEY GENERAL AND TO SUCH OTHER PERSONS, AND IN SUCH MANNER,
   50  AS THE COURT MAY DEEM PROPER.
   51    (B) NO ORDER ANNULLING A DISSOLUTION SHALL BE MADE UNDER THIS  SECTION
   52  IF THE NAME OF THE CORPORATION WHOSE DISSOLUTION IS TO BE ANNULLED IS NO
   53  LONGER  AVAILABLE  FOR  USE BY SUCH CORPORATION, UNLESS SUCH CORPORATION
   54  SUBMITS WITH ITS PETITION FOR THE ANNULMENT OF THE DISSOLUTION A CERTIF-
   55  ICATE OF RESERVATION OF ANOTHER AVAILABLE NAME.
       A. 5727                            85
    1    (C) ORDERS UNDER THIS SECTION MAY BE ENTERED EX PARTE, EXCEPT THAT  IF
    2  SUCH  SPECIAL  PROCEEDING WAS NOT INSTITUTED UPON PETITION OF THE CORPO-
    3  RATION, NOTICE SHALL BE GIVEN TO THE CORPORATION IN SUCH MANNER  AS  THE
    4  COURT MAY DIRECT. NOTICE SHALL BE GIVEN TO OTHER PERSONS INTERESTED, AND
    5  IN SUCH MANNER, AS THE COURT MAY DEEM PROPER, OF ANY HEARINGS AND OF THE
    6  ENTRY OF ANY ORDERS ON SUCH MATTERS AS THE COURT SHALL DEEM PROPER.  ALL
    7  ORDERS  MADE  BY  THE COURT UNDER THIS SECTION SHALL BE BINDING UPON THE
    8  ATTORNEY-GENERAL, THE CORPORATION,  ITS  DIRECTORS,  OFFICERS,  MEMBERS,
    9  SUBSCRIBERS  FOR  CAPITAL  CERTIFICATES,  INCORPORATORS,  CREDITORS  AND
   10  CLAIMANTS.
   11  S 1009. APPLICABILITY TO DISSOLUTION UNDER OTHER PROVISIONS.
   12    THE PROVISIONS OF PARAGRAPHS (C), (D) AND (E) OF SECTION  1002-A,  AND
   13  SECTIONS  1006,  1007  AND  1008 OF THIS ARTICLE SHALL APPLY TO A CORPO-
   14  RATION DISSOLVED BY PROCLAMATION PURSUANT TO SECTION 1014 OF THIS  ARTI-
   15  CLE,  BY  EXPIRATION  OF  ITS  PERIOD  OF  DURATION OR UNDER SECTION TWO
   16  HUNDRED THREE-A OF THE TAX LAW, OR TO AN INCORPORATED FIREMEN'S  BENEVO-
   17  LENT ASSOCIATION CREATED BY ACT OF THE LEGISLATURE IF SUCH ACT IS SUBSE-
   18  QUENTLY REPEALED.
   19  S 1010. REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS.
   20    (A) AT ANY TIME PRIOR TO THE FILING OF A CERTIFICATE OF DISSOLUTION BY
   21  THE  DEPARTMENT  OF  STATE, A CORPORATION MAY REVOKE THE ACTION TAKEN TO
   22  DISSOLVE THE CORPORATION IN THE FOLLOWING MANNER:
   23    (1) IF THERE ARE MEMBERS ENTITLED TO VOTE THEREON:
   24    (A) UNLESS THE CERTIFICATE OF INCORPORATION DISPENSES WITH DISSOLUTION
   25  ACTION BY THE BOARD, THE BOARD SHALL  ADOPT  A  RESOLUTION  RECOMMENDING
   26  THAT  THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS  BE REVOKED AND DIRECTING
   27  SUBMISSION OF THE PROPOSED REVOCATION TO A VOTE OF THE MEMBERS  ENTITLED
   28  TO VOTE THEREON.
   29    (B)  REVOCATION  OF  THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS SHALL BE
   30  AUTHORIZED BY TWO-THIRDS VOTE AS PROVIDED IN PARAGRAPH  (C)  OF  SECTION
   31  613 OF THIS CHAPTER.
   32    (2)  IF  THERE  ARE NO MEMBERS ENTITLED TO VOTE THEREON, REVOCATION OF
   33  THE VOLUNTARY DISSOLUTION PROCEEDINGS SHALL BE AUTHORIZED BY THE VOTE OF
   34  A MAJORITY OF THE DIRECTORS THEN IN OFFICE.
   35    (3) IF APPROVAL OF THE DISSOLUTION OF A CORPORATION BY A  GOVERNMENTAL
   36  BODY  OR  OFFICER  IS  REQUIRED, AS PROVIDED IN PARAGRAPH (C) OF SECTION
   37  1002 OF THIS ARTICLE, AND SUCH APPROVAL HAS BEEN  GIVEN,  REVOCATION  OF
   38  THE  VOLUNTARY  DISSOLUTION  PROCEEDINGS SHALL NOT BE AUTHORIZED WITHOUT
   39  APPROVAL THEREOF BY SUCH BODY OR OFFICER.
   40  S 1012. CERTIFICATION OF ANNULMENT OF DISSOLUTION AND  REINSTATEMENT  OF
   41            CORPORATE EXISTENCE.
   42    (A)  ANY  CORPORATION DISSOLVED UNDER FORMER SECTION 57 OF THE MEMBER-
   43  SHIP CORPORATIONS LAW MAY, AT ANY TIME AFTER THE EFFECTIVE DATE OF  THIS
   44  ARTICLE,  DELIVER  TO THE DEPARTMENT OF STATE A SIGNED CERTIFICATE WHICH
   45  SHALL BE ENTITLED, "CERTIFICATE OF ANNULMENT OF  DISSOLUTION  AND  REIN-
   46  STATEMENT  OF  CORPORATE EXISTENCE OF ..................................
   47  (NAME OF CORPORATION) PURSUANT TO SECTION 1012 OF THE NON-PROFIT  CORPO-
   48  RATION LAW" AND SHALL SET FORTH:
   49    (1)  THE NAME OF THE CORPORATION AND, IF IT HAS BEEN CHANGED, THE NAME
   50  UNDER WHICH IT WAS FORMED.
   51    (2) THE DATE OF THE FILING OF ITS CERTIFICATE OF INCORPORATION BY  THE
   52  DEPARTMENT OF STATE.
   53    (3) THE LAW UNDER WHICH IT WAS FORMED.
   54    (4)  THAT  IT  FAILED  TO DELIVER TO THE DEPARTMENT OF STATE A CERTIF-
   55  ICATE, AS REQUIRED BY SUBDIVISION  ONE  OF  FORMER  SECTION  57  OF  THE
   56  MEMBERSHIP CORPORATIONS LAW.
       A. 5727                            86
    1    (5)  THAT  IT  ELECTS  TO  BE REINSTATED AND TO CONTINUE ITS CORPORATE
    2  EXISTENCE.
    3    (6) THAT, UNDER SECTION 201 OF THIS CHAPTER, IT IS A NON-PROFIT CORPO-
    4  RATION.
    5    (B)  NOTWITHSTANDING SUBPARAGRAPH (1) OF PARAGRAPH (A) OF SECTION 1006
    6  OF THIS ARTICLE, THE DIRECTORS OF A  CORPORATION  WHOSE  DISSOLUTION  IS
    7  ANNULLED  UNDER  THIS  SECTION  SHALL  BE DEEMED TRUSTEES OF ITS ASSETS,
    8  UNLESS SUCH ASSETS HAVE BEEN DISTRIBUTED PURSUANT TO SECTION  1002-A  OF
    9  THIS ARTICLE.
   10    (C)  THE  FILING  OF SUCH CERTIFICATE BY THE DEPARTMENT OF STATE SHALL
   11  HAVE THE EFFECT OF ANNULLING ALL OF THE  PROCEEDINGS  THERETOFORE  TAKEN
   12  FOR  THE  DISSOLUTION  OF SUCH CORPORATION, AND IT SHALL THEREAFTER HAVE
   13  SUCH  CORPORATE  POWERS,  RIGHTS,  PRIVILEGES,  IMMUNITIES,  DUTIES  AND
   14  LIABILITIES  AS IT HAD ON THE DATE OF PUBLICATION OF THE PROCLAMATION OF
   15  DISSOLUTION, AS IF SUCH PROCLAMATION HAD NOT BEEN MADE AND PUBLISHED.
   16    (D) THE DEPARTMENT OF STATE SHALL NOT FILE A CERTIFICATE OF  ANNULMENT
   17  OF  DISSOLUTION  AND REINSTATEMENT OF CORPORATE EXISTENCE IF THE NAME OF
   18  THE CORPORATION BEING REINSTATED IS NOT AVAILABLE UNDER SECTION  301  OF
   19  THIS CHAPTER FOR USE BY A CORPORATION THEN BEING FORMED UNDER THIS CHAP-
   20  TER,  UNLESS  SUCH  CERTIFICATE  SHALL  CHANGE  THE NAME TO ONE WHICH IS
   21  AVAILABLE FOR SUCH USE.
   22    (E) IF, AFTER THE PUBLICATION OF THE PROCLAMATION OF  DISSOLUTION,  IT
   23  SHALL  APPEAR  THAT THE NAME OF ANY CORPORATION WAS ERRONEOUSLY INCLUDED
   24  THEREIN, THE SECRETARY OF STATE SHALL MAKE AN APPROPRIATE ENTRY  ON  THE
   25  RECORDS  OF  THE DEPARTMENT OF STATE, WHICH ENTRY SHALL  HAVE THE EFFECT
   26  OF ANNULLING ALL OF THE PROCEEDINGS THERETOFORE TAKEN  FOR  THE  DISSOL-
   27  UTION  OF  THE  CORPORATION  UNDER  THIS SECTION, AND IT SHALL HAVE SUCH
   28  CORPORATE POWERS, RIGHTS, PRIVILEGES, IMMUNITIES, DUTIES AND LIABILITIES
   29  AS IT HAD ON THE DATE OF SUCH PUBLICATION OF  THE  PROCLAMATION,  AS  IF
   30  SUCH PROCLAMATION HAD NOT BEEN MADE AND PUBLISHED.
   31    (F)  WHENEVER  A  CORPORATION  HAS COMPLIED WITH PARAGRAPH (A) OF THIS
   32  SECTION OR THE ACTION SPECIFIED IN PARAGRAPH (E)  OF  THIS  SECTION  HAS
   33  BEEN TAKEN, THE SECRETARY OF STATE SHALL PUBLISH A NOTICE THEREOF IN THE
   34  STATE ADVERTISING BULLETIN AND SHALL SEND A COPY OF SUCH BULLETIN TO THE
   35  CLERK  OF  THE COUNTY IN WHICH THE OFFICE OF THE CORPORATION IS LOCATED.
   36  THE COUNTY CLERK SHALL FILE SUCH COPY AND MAKE APPROPRIATE ENTRY ON  HIS
   37  OR HER RECORD WITHOUT CHARGE.
   38    (G)  NOTHING IN THIS SECTION SHALL BE DEEMED TO EXTEND THE DURATION OF
   39  ANY CORPORATION AS STATED IN ITS CERTIFICATE OF INCORPORATION.
   40    (H) THE FEE OF THE SECRETARY OF STATE FOR FILING A  CERTIFICATE  UNDER
   41  THIS SECTION SHALL BE TEN DOLLARS.
   42  S 1013. DISSOLUTION OF CERTAIN FIREMEN'S BENEVOLENT ASSOCIATIONS.
   43    (A) AN INCORPORATED FIREMEN'S BENEVOLENT ASSOCIATION CREATED BY ACT OF
   44  THE  LEGISLATURE  MAY DISSOLVE IN ACCORDANCE WITH THE PROVISIONS OF THIS
   45  ARTICLE.
   46    (B) ANY SUCH CORPORATION AUTHORIZED TO HAVE PAID TO  IT  FOREIGN  FIRE
   47  INSURANCE    PREMIUM  TAXES  IMPOSED UNDER SECTIONS 9104 AND 9105 OF THE
   48  INSURANCE LAW SHALL, IN ADDITION TO ANY OTHER REQUIREMENTS OF THIS ARTI-
   49  CLE, FILE WITH THE SUPERINTENDENT OF INSURANCE A COPY OF THE CERTIFICATE
   50  OF DISSOLUTION. MONEYS THEN DUE AND OWING TO THE CORPORATION UNDER  SUCH
   51  SECTIONS,  AND  MONEYS  THEREAFTER  OTHERWISE PAYABLE TO THE CORPORATION
   52  PURSUANT TO SUCH AUTHORIZATION, SHALL BE DISTRIBUTED AS PROVIDED IN SUCH
   53  SECTIONS.
   54  S 1014. DISSOLUTION OF DOMESTIC CORPORATIONS BY PROCLAMATION.
   55    EVERY CORPORATION INCORPORATED PURSUANT TO THIS CHAPTER, OTHER THAN  A
   56  CORPORATION  INCORPORATED  PURSUANT  TO  ARTICLE 15 OF THIS CHAPTER, AND
       A. 5727                            87
    1  REGISTERED OR REQUIRED TO BE REGISTERED PURSUANT TO ARTICLE  SEVEN-A  OF
    2  THE  EXECUTIVE  LAW  OR ARTICLE EIGHT OF THE ESTATES, POWERS  AND TRUSTS
    3  LAW SHALL BE SUBJECT TO DISSOLUTION FOR FAILURE TO REGISTER OR  TO  FILE
    4  ANNUAL FINANCIAL REPORTS IN ACCORDANCE WITH THE FOLLOWING PROCEDURES:
    5    (A)  ON  OR BEFORE THE LAST DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER
    6  IN EACH CALENDAR YEAR, THE ATTORNEY GENERAL MAY CERTIFY AND TRANSMIT  TO
    7  THE DEPARTMENT OF STATE A LIST CONTAINING THE NAMES OF ANY OR ALL CORPO-
    8  RATIONS  FORMED  PURSUANT  TO THIS CHAPTER AND REGISTERED OR REQUIRED TO
    9  REGISTER PURSUANT TO ARTICLE SEVEN-A OF THE  EXECUTIVE  LAW  OR  ARTICLE
   10  EIGHT  OF  THE ESTATES, POWERS AND TRUSTS LAW THAT HAVE NOT FILED ANNUAL
   11  FINANCIAL REPORTS FOR EACH OF THE FIVE YEARS IMMEDIATELY  PRECEDING  THE
   12  DATE  OF  SUCH  CERTIFICATION.  THIS  SECTION SHALL NOT BE APPLICABLE TO
   13  CORPORATIONS THAT FILED REPORTS DEEMED BY THE  ATTORNEY  GENERAL  TO  BE
   14  INCOMPLETE, ERRONEOUS OR OTHERWISE DEFICIENT.
   15    (B)  NO CORPORATION SHALL BE INCLUDED IN ANY LIST PREPARED PURSUANT TO
   16  PARAGRAPH (A) OF THIS SECTION UNLESS (1) IN EACH OF THE LAST  TWO  YEARS
   17  DURING  WHICH  SUCH  CORPORATION  FAILED  TO FILE ITS ANNUAL REPORT, THE
   18  ATTORNEY GENERAL HAS SENT TO SUCH CORPORATION BY CERTIFIED  MAIL  RETURN
   19  RECEIPT REQUESTED NOTICE THAT THE CORPORATION HAS FAILED TO FILE AND HAS
   20  THREE MONTHS FROM THE DATE OF SUCH NOTICE TO FILE ALL DELINQUENT REPORTS
   21  AND  COMPLETE  ALL REGISTRATION REQUIREMENTS, PROVIDED, HOWEVER, THAT IF
   22  THE LAST KNOWN ADDRESS OF RECORD OF THE CORPORATION IS  NOT  WITHIN  THE
   23  UNITED STATES, THE NOTICE TO SUCH CORPORATION SHALL BE SENT BY ANY OTHER
   24  REASONABLE  MEANS,  (2)  THE  SECOND  SUCH  NOTICE WAS SENT AT LEAST SIX
   25  MONTHS PRIOR TO THE DATE OF THE CERTIFICATION REQUIRED BY PARAGRAPH  (A)
   26  OF  THIS  SECTION AND (3) THE ATTORNEY GENERAL USED REASONABLE DILIGENCE
   27  TO IDENTIFY A CURRENT ADDRESS FOR THE CORPORATION.
   28    (C) IF THE SECRETARY OF STATE, UPON COMPARING THE NAMES  SO  CERTIFIED
   29  WITH  HIS OR HER RECORDS, SHALL DISCOVER ERROR, HE OR SHE MAY RETURN THE
   30  LIST TO THE ATTORNEY GENERAL FOR CORRECTION.
   31    (D) THE SECRETARY OF STATE SHALL MAKE A PROCLAMATION UNDER HIS OR  HER
   32  HAND  AND  SEAL  OF  OFFICE  AS  TO EACH LIST RECEIVED FROM THE ATTORNEY
   33  GENERAL DECLARING ANY CORPORATIONS WHOSE NAMES ARE INCLUDED IN SUCH LIST
   34  TO BE DISSOLVED AND THEIR CERTIFICATES OF INCORPORATION TO BE FORFEITED.
   35  THE SECRETARY SHALL FILE THE ORIGINAL PROCLAMATION IN HIS OR HER  OFFICE
   36  AND  SHALL  PUBLISH  A  COPY THEREOF IN THE STATE REGISTER NO LATER THAN
   37  THREE MONTHS FOLLOWING RECEIPT OF THE LIST BY HIM OR HER.
   38    (E) UPON THE PUBLICATION OF SUCH PROCLAMATION IN THE MANNER PROSCRIBED
   39  IN PARAGRAPH (D) OF THIS SECTION, EACH CORPORATION NAMED  THEREIN  SHALL
   40  BE DEEMED DISSOLVED WITHOUT FURTHER LEGAL PROCEEDINGS.
   41    (F)  THE  SECRETARY  OF  STATE SHALL MAIL A COPY OF THE STATE REGISTER
   42  CONTAINING SUCH PROCLAMATION TO THE CLERK OF EACH COUNTY IN  THE  STATE.
   43  THE  COUNTY CLERK SHALL FILE THE COPY WITHOUT CHARGE BUT NEED NOT RECORD
   44  IT.
   45    (G) THE NAMES OF ALL CORPORATIONS SO DISSOLVED SHALL BE RESERVED FOR A
   46  PERIOD OF ONE YEAR IMMEDIATELY FOLLOWING THE PUBLICATION OF THE  PROCLA-
   47  MATION,  AND  DURING  SUCH  PERIOD  NO  DOMESTIC  BUSINESS  CORPORATION,
   48  NON-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
   49  SHALL BE FORMED UNDER A NAME THE SAME AS ANY NAME SO RESERVED  OR  WHICH
   50  MAY  NOT  BE  DISTINGUISHED  FROM  ANY  NAME  SO RESERVED, NOR SHALL ANY
   51  FOREIGN BUSINESS CORPORATION, NON-PROFIT CORPORATION, LIMITED  LIABILITY
   52  COMPANY  OR LIMITED PARTNERSHIP, WITHIN SUCH PERIOD, BE AUTHORIZED TO DO
   53  BUSINESS OR CONDUCT ACTIVITIES IN THIS STATE UNDER A NAME  THE  SAME  AS
   54  ANY  OTHER  NAME  WHICH MAY NOT BE DISTINGUISHED FROM SUCH OTHER NAME SO
   55  RESERVED.
       A. 5727                            88
    1    (H) ANY CORPORATION SO DISSOLVED MAY FILE IN THE DEPARTMENT OF STATE A
    2  WRITTEN CONSENT BY THE ATTORNEY GENERAL  TO  THE  REINSTATEMENT  OF  THE
    3  CORPORATION. SUCH WRITTEN CONSENT SHALL BE GIVEN IF THE ATTORNEY GENERAL
    4  SHALL  HAVE  RECEIVED  ALL ANNUAL FINANCIAL REPORTS AND FEES REQUIRED BY
    5  ARTICLE  SEVEN-A  OF THE EXECUTIVE LAW AND ARTICLE EIGHT OF THE ESTATES,
    6  POWERS AND TRUSTS LAW AND PENALTIES AND INTEREST CHARGES RELATED THERETO
    7  HAVE BEEN PAID OR WAIVED. THE FILING OF  SUCH  CONSENT  SHALL  HAVE  THE
    8  EFFECT  OF  ANNULLING ALL OF THE PROCEEDINGS THERETOFORE TAKEN UNDER THE
    9  PROVISIONS OF THIS SECTION FOR THE DISSOLUTION OF SUCH CORPORATION  WITH
   10  THE  SAME  FORCE AND EFFECT AS IF SUCH PROCLAMATION HAD NOT BEEN MADE OR
   11  PUBLISHED. THE FEE OF THE SECRETARY OF STATE  FOR  FILING  SUCH  CONSENT
   12  SHALL  BE FIFTY DOLLARS. NO SUCH CONSENT SHALL BE FILED IF THE NAME OF A
   13  DOMESTIC NON-PROFIT CORPORATION, BUSINESS CORPORATION, NON-PROFIT CORPO-
   14  RATION, LIMITED LIABILITY COMPANY OR LIMITED  PARTNERSHIP  FORMED  LATER
   15  THAN  ONE YEAR AFTER THE PUBLICATION OF THE PROCLAMATION OF DISSOLUTION,
   16  OR THE NAME OR FICTITIOUS NAME OR OF  A  FOREIGN  BUSINESS  CORPORATION,
   17  NON-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP
   18  WHICH HAS OBTAINED AUTHORITY TO DO BUSINESS OR CONDUCT ACTIVITIES IN THE
   19  STATE  LATER  THAN  ONE  YEAR AFTER SUCH PROCLAMATION, OR NAME WHICH HAS
   20  BEEN RESERVED LATER THAN ONE YEAR AFTER SUCH PROCLAMATION, IS  THE  SAME
   21  AS  OR  MAY NOT BE DISTINGUISHED FROM THE NAME OF THE CORPORATION FILING
   22  SUCH CONSENT UNLESS SUCH CORPORATION SIMULTANEOUSLY FILES IN THE DEPART-
   23  MENT OF STATE A CERTIFICATE OF AMENDMENT TO  CHANGE  THE  NAME  OF  SUCH
   24  CORPORATION.    SUCH  CERTIFICATE OF AMENDMENT SHALL BE EXECUTED IN LIKE
   25  MANNER AS IF SUCH CORPORATION HAD NOT BEEN DISSOLVED.
   26    (I) IF, AFTER THE PUBLICATION OF SUCH PROCLAMATION,  IT  SHALL  APPEAR
   27  THAT  THE  NAME OF ANY CORPORATION WAS ERRONEOUSLY INCLUDED THEREIN, THE
   28  ATTORNEY GENERAL SHALL SO CERTIFY TO THE SECRETARY  OF  STATE,  AND  THE
   29  SECRETARY  OF  STATE  SHALL MAKE APPROPRIATE ENTRY ON THE RECORDS OF THE
   30  DEPARTMENT OF STATE, WHICH ENTRY SHALL HAVE THE EFFECT OF ANNULLING  ALL
   31  OF  THE  PROCEEDINGS  THERETOFORE  TAKEN  UNDER  THE  PROVISIONS OF THIS
   32  SECTION FOR THE DISSOLUTION OF SUCH CORPORATION WITH THE SAME FORCE  AND
   33  EFFECT AS IF SUCH PROCLAMATION HAD NOT BEEN MADE OR PUBLISHED.
   34    (J)  WHENEVER  A CORPORATION SHALL HAVE COMPLIED WITH PARAGRAPH (H) OF
   35  THIS SECTION OR WHENEVER THE PROCEDURES SPECIFIED IN  PARAGRAPH  (I)  OF
   36  THIS SECTION SHALL HAVE BEEN TAKEN, THE SECRETARY OF STATE SHALL PUBLISH
   37  A  NOTICE  THEREOF  IN  THE STATE REGISTER AND SHALL SEND A COPY OF SUCH
   38  NOTICE TO THE COUNTY CLERK OF THE COUNTY IN WHICH, ACCORDING TO  HIS  OR
   39  HER RECORDS, THE OFFICE OF THE CORPORATION IS LOCATED. SUCH COUNTY CLERK
   40  SHALL  FILE  SUCH  COPY AND MAKE APPROPRIATE ENTRY ON HIS OR HER RECORDS
   41  WITHOUT CHARGE.
   42    (K) IF, AFTER THE DISSOLUTION OF ANY CORPORATION, ASSETS OF THE CORPO-
   43  RATION ARE LOCATED, THE ATTORNEY GENERAL SHALL ACT WITH RESPECT TO  SUCH
   44  ASSETS IN ACCORDANCE WITH THIS ARTICLE AND ARTICLE 11 OF THIS CHAPTER.
   45    S 11. Sections 1203 and 1204 of the not-for-profit corporation law are
   46  amended to read as follows:
   47  S 1203. Temporary and permanent receiver.
   48    (a)  At any stage before final judgment or final order in an action or
   49  special proceeding brought under this article, the court may appoint one
   50  or  more receivers of the property of the corporation or of the property
   51  in this state of a foreign corporation against which an action has  been
   52  brought  under  subparagraph  [(a)] (4) OF PARAGRAPH (A) of section 1202
   53  [(Appointment of a receiver of property of a domestic or foreign  corpo-
   54  ration)]  OF  THIS ARTICLE.   Notice of an application shall be given to
   55  the attorney-general, to each governmental body or officer whose consent
   56  is required for the dissolution of such corporation, and to  such  other
       A. 5727                            89
    1  persons  and  in such manner as the court directs.  The determination by
    2  the court of the necessity or advisability of appointing a  receiver  or
    3  an  attorney  for a receiver, and the allowance of expenses, commissions
    4  or compensation to the receiver or [his] SUCH attorney, shall be subject
    5  to review on appeal.  This provision shall not affect any other right to
    6  review on appeal.
    7    (b)   A receiver appointed by or under a final judgment or order in an
    8  action or special proceeding, or a temporary receiver who  is  continued
    9  by  the final judgment or order, is a permanent receiver.  The court may
   10  confer upon a temporary receiver  the  powers,  and  subject  [him]  THE
   11  TEMPORARY  RECEIVER  to  the  duties of a permanent receiver, or so much
   12  thereof as it deems proper.
   13  S 1204. Oath and security.
   14    [(a)] A receiver, before entering upon his OR HER duties, shall: [(1)]
   15  (A) Take and subscribe an oath that he OR SHE will faithfully,  honestly
   16  and  impartially  discharge  the  trust committed to him OR HER, and the
   17  oath shall be filed with the clerk of the court in which the  action  or
   18  special proceeding is pending.
   19    [(2)] (B) File with the clerk of such court a bond to the people, with
   20  at  least  two sufficient sureties or a bond executed by any fidelity or
   21  surety company authorized by the laws of this state  to  transact  busi-
   22  ness, in a penalty fixed by the court appointing him OR HER, conditioned
   23  for  the faithful discharge of his OR HER duties as receiver.  The court
   24  may at any time direct a receiver to give a new bond with  new  sureties
   25  and with like condition.
   26    S  12.  Subparagraphs  2 and 3 of paragraph (b) of section 1206 of the
   27  not-for-profit corporation law are amended to read as follows:
   28    (2)  To sell at public or private sale  all  the  property  vested  in
   29  [him]  THE  PERMANENT  RECEIVER,  in  such  manner and on such terms and
   30  conditions as the court shall direct, and to  make  necessary  transfers
   31  and conveyances thereof.
   32    (3)    To  examine  on oath, to be administered by [him] THE PERMANENT
   33  RECEIVER, any person concerning any matter pertaining  to  or  affecting
   34  the receivership.
   35    S  13.  Section 1207 of the not-for-profit corporation law, clause (C)
   36  of subparagraph 1 of paragraph (a) as amended by chapter 847 of the laws
   37  of 1970, is amended to read as follows:
   38  S 1207. Duties of receiver upon appointment.
   39    (a)  Upon appointment and qualification, a  receiver  shall  have  the
   40  following duties:
   41    (1)  To give immediate notice of his appointment by publication once a
   42  week  for  two successive weeks in two newspapers of general circulation
   43  in the county where the office of the corporation is located or, in  the
   44  case  of  a foreign corporation against which an action has been brought
   45  under subparagraph [(a)] (4) of PARAGRAPH (A) OF section 1202 [(Appoint-
   46  ment of receiver of property of a domestic or foreign  corporation)]  OF
   47  THIS  ARTICLE,  in a newspaper of general circulation as directed by the
   48  court, requiring:
   49    (A)  All persons indebted to the corporation to render an  account  of
   50  all  debts  owing  by them to the corporation and to pay the same to the
   51  receiver at a specified place and by a specified day.
   52    (B)  All persons having in their possession any property of the corpo-
   53  ration to deliver the same to the receiver at the specified place and by
   54  the specified day.
   55    (C)  All creditors and claimants, including any with  unliquidated  or
   56  contingent  claims  and  any  with  whom the corporation has unfulfilled
       A. 5727                            90
    1  contracts, to present their claims to the receiver  in  writing  and  in
    2  detail  at  a specified place and by a specified day, which shall not be
    3  less than six months after the first publication of such notice.   When-
    4  ever a receiver is appointed in dissolution proceedings under article 10
    5  [(Non-judicial  dissolution)]  or article 11 [(Judicial dissolution)] OF
    6  THIS CHAPTER, section 1007 [(Notice  to  creditors;  filing  or  barring
    7  claims)]  OF  THIS  CHAPTER  shall apply and shall control the giving of
    8  notice to creditors and claimants and the filing and barring of claims.
    9    (2)  To call a general meeting of the  creditors  of  the  corporation
   10  within  four  months  from the date of his appointment by a notice to be
   11  published as directed in  subparagraph  [(a)]  (1)  OF  THIS  PARAGRAPH,
   12  setting  forth  the  time and place of such meeting, which time shall be
   13  not more than two months, nor less than one month after the first publi-
   14  cation of such notice.  At such meeting, or at an  adjournment  thereof,
   15  the  receiver  shall present a statement of all accounts and demands for
   16  and against the corporation, its subsisting contracts, and the money and
   17  other assets in his OR HER hands.
   18    (3) To keep true books of account of all moneys received and  expended
   19  by  him  OR HER as receiver, which books shall be open for inspection at
   20  reasonable times by creditors or other persons interested therein.    On
   21  or  before  the  first  day  of February in each year, for the preceding
   22  calendar year, and at such other times as the court  shall  direct,  the
   23  receiver  shall  file with the clerk of the court by which he OR SHE was
   24  appointed a verified statement showing the assets received, the disposi-
   25  tion thereof, the money on  hand,  all  payments  made,  specifying  the
   26  persons  to whom paid and the purpose of the payments, the amount neces-
   27  sary to be retained to meet necessary expenses and  claims  against  the
   28  receiver,  and  the  distributive  share in the remainder of each person
   29  interested therein.  A copy of such statement shall  be  served  by  the
   30  receiver  upon  the  attorney-general  within five days after the filing
   31  thereof.
   32    S 14. Paragraphs (a) and (e) of section  1209  of  the  not-for-profit
   33  corporation law are amended to read as follows:
   34    (a)  Whenever a receiver, by verified petition to the supreme court at
   35  a  special term held in the judicial district in which [he] THE RECEIVER
   36  was appointed, shall show that he OR SHE has good reason to believe that
   37  any person has in his OR HER possession or under his OR HER control,  or
   38  has  wrongfully  concealed, withheld or disposed of, any property of the
   39  corporation, or that any person can testify concerning such  facts,  the
   40  court, with or without notice, shall make an order requiring such person
   41  to appear before the court or a referee, at a time and place designated,
   42  and  submit  to an examination concerning such facts.  In such order, or
   43  at any time thereafter, in its discretion,  the  court  may  enjoin  and
   44  restrain  such  person from disposing of any property of the corporation
   45  in his OR HER possession or under his OR HER control.
   46    (e)  The testimony taken under such order shall be signed and sworn to
   47  by the person examined, and be filed in the office of the clerk  of  the
   48  county  where  the  action or proceeding is pending.  If it shall appear
   49  that any person is wrongfully concealing or withholding, or has  in  his
   50  OR  HER  possession  or  under  his  OR HER control, any property of the
   51  corporation, on notice to [him] SUCH PERSON, the court may make an order
   52  requiring [him] SUCH PERSON forthwith to deliver  it  to  the  receiver,
   53  subject to the further order of the court.
   54    S  15.  Section  1212 of the not-for-profit corporation law, paragraph
   55  (b) as amended by chapter 726 of the laws of 2005, is amended to read as
   56  follows:
       A. 5727                            91
    1  S 1212. Disposition of  moneys  retained;  surplus;  unclaimed  distrib-
    2            utions.
    3    (a) When any action pending at the time of final distribution shall be
    4  terminated,  the  receiver  shall apply the moneys retained by [him] THE
    5  RECEIVER to the payment of the amount recovered, and [his]  THE  RECEIV-
    6  ER'S necessary charges and expenses incurred therein.
    7    (b) After the final distribution to creditors and after deducting [his
    8  or her] THE RECEIVER'S charges and expenses, the receiver shall distrib-
    9  ute  any  surplus  in the manner prescribed in section 1002-a [(Carrying
   10  out the plan of dissolution and distribution of assets)] OF THIS CHAPTER
   11  or, if dissolution of the corporation is not involved, in such manner as
   12  the court shall order.
   13    S 16. Sections 1213, 1214 and 1215 of the  not-for-profit  corporation
   14  law are amended to read as follows:
   15  S 1213. Omission or default of receiver.
   16    Upon  notice to the attorney-general and upon such notice to creditors
   17  or others interested as the court shall direct, the court  may,  in  the
   18  furtherance of justice, relieve a receiver from any omission or default,
   19  on  such  conditions  as  may  be imposed, and, on compliance therewith,
   20  confirm [his] THE RECEIVER'S action.
   21  S 1214. Application by attorney-general for removal of receiver  and  to
   22            close receivership.
   23    (a)    Whenever  he  OR  SHE  deems  it  to be to the advantage of the
   24  members, creditors or other persons interested  in  the  assets  of  any
   25  corporation for which a receiver has been appointed, the attorney-gener-
   26  al may move:
   27    (1)  For an order removing the receiver and appointing another [in his
   28  stead] RECEIVER;
   29    (2)  To compel the receiver to account;
   30    (3)   For such other and additional orders as may facilitate the clos-
   31  ing of the receivership.
   32  S 1215. Resignation by receiver; filling any vacancy.
   33    (a)  A receiver may petition the [court] appointing [him] COURT for an
   34  order to show cause why he OR SHE should not be permitted to resign.
   35    (b)  The petition shall be accompanied by a verified  account  of  all
   36  the  assets  of  the  corporation received by [him] THE RECEIVER, of all
   37  payments or other disposition thereof made by [him] THE RECEIVER, of the
   38  remaining assets of the corporation in respect to which [he] THE RECEIV-
   39  ER was appointed receiver and the situation of the same, and of all  his
   40  OR  HER  transactions as receiver.   Thereupon, the court shall grant an
   41  order directing notice to be given to the sureties on his OR  HER  offi-
   42  cial  bond  and  to all persons interested in the property of the corpo-
   43  ration to show cause, at a time and place specified,  why  the  receiver
   44  should  not be permitted to resign.  Such notice shall be published once
   45  in each week for six successive weeks in one or more newspapers  as  the
   46  court  shall  direct.    If  it shall appear that the proceedings of the
   47  receiver in the discharge of his OR HER trust have been fair and  honest
   48  and that there is no good cause to the contrary, the court shall make an
   49  order  permitting  such receiver to resign.  Thereupon [he] THE RECEIVER
   50  shall be discharged and his OR HER powers as receiver shall  cease,  but
   51  he  OR  SHE  shall remain subject to any liability incurred prior to the
   52  making of such order.  The court, in its  discretion,  may  require  the
   53  expense  of  such  proceeding  to be paid by the receiver presenting the
   54  petition.
   55    (c)  Any vacancy created by resignation, removal, death or  otherwise,
   56  may  be  filled by the court, and the property of the receivership shall
       A. 5727                            92
    1  be delivered to the remaining receivers or, if there are  none,  to  the
    2  successor  appointed  by  the  court.    The court may summarily enforce
    3  delivery by order in the action  or  special  proceeding  in  which  the
    4  receiver was appointed.
    5    S  17.  Section 1302 of the not-for-profit corporation law, as amended
    6  by chapter 847 of the laws of 1970, is amended to read as follows:
    7  S 1302. Application to existing authorized foreign corporations.
    8    Every foreign corporation which on the effective date of this  chapter
    9  is authorized to conduct activities in this state under a certificate of
   10  authority  heretofore  issued  to  it  by  the  secretary of state shall
   11  continue to have such authority.  Such foreign corporation, its members,
   12  directors, and officers shall have  the  same  rights,  franchises,  and
   13  privileges  and  shall be subject to the same limitations, restrictions,
   14  liabilities, and penalties as a  foreign  corporation  authorized  under
   15  this  chapter,  its  members,  directors, and officers respectively.  [A
   16  foreign corporation may by amendment to its certificate of authority set
   17  forth the type of corporation it is under section 201 (Purposes); and in
   18  the absence of such amendment an authorized foreign corporation shall be
   19  a Type B corporation.] Reference in this chapter to an  application  for
   20  authority  shall,  unless  the  context  otherwise requires, include the
   21  statement and designation and any amendment thereof required to be filed
   22  by the secretary of state under prior statutes to obtain  a  certificate
   23  of authority.
   24    S  18.  Section 1304 of the not-for-profit corporation law is REPEALED
   25  and a new section 1304 is added to read as follows:
   26  S 1304. APPLICATION FOR AUTHORITY; CONTENTS.
   27    (A) A FOREIGN CORPORATION MAY APPLY FOR AUTHORITY  TO  CONDUCT  ACTIV-
   28  ITIES  IN  THIS STATE BY FILING AN APPLICATION ENTITLED "APPLICATION FOR
   29  AUTHORITY OF ......... (NAME OF CORPORATION) UNDER SECTION 1304  OF  THE
   30  NON-PROFIT  CORPORATION LAW." THE APPLICATION SHALL BE SIGNED AND DELIV-
   31  ERED TO THE DEPARTMENT OF STATE. IT SHALL SET FORTH:
   32    (1) THE NAME OF THE FOREIGN CORPORATION.
   33    (2) THE FICTITIOUS NAME THE CORPORATION AGREES TO USE  IN  THIS  STATE
   34  PURSUANT TO SECTION 1301 OF THIS ARTICLE, IF APPLICABLE.
   35    (3) THE JURISDICTION AND DATE OF ITS INCORPORATION.
   36    (4)  THAT  THE  CORPORATION  IS  A  FOREIGN  CORPORATION AS DEFINED IN
   37  SUBPARAGRAPH (7) OF PARAGRAPH (A) OF SECTION  102  OF  THIS  CHAPTER;  A
   38  STATEMENT  OF ITS PURPOSES TO BE PURSUED IN THIS STATE AND OF THE ACTIV-
   39  ITIES WHICH IT PROPOSES TO CONDUCT IN THIS STATE; A STATEMENT THAT IT IS
   40  AUTHORIZED TO CONDUCT THOSE ACTIVITIES IN THE JURISDICTION OF ITS INCOR-
   41  PORATION.
   42    (5) THE COUNTY WITHIN THIS STATE IN WHICH ITS OFFICE IS TO BE LOCATED.
   43    (6) A DESIGNATION OF THE SECRETARY OF STATE AS  ITS  AGENT  UPON  WHOM
   44  PROCESS  AGAINST  IT MAY BE SERVED AND THE POST OFFICE ADDRESS WITHIN OR
   45  WITHOUT THIS STATE TO WHICH THE SECRETARY OF STATE SHALL MAIL A COPY  OF
   46  ANY PROCESS AGAINST IT SERVED UPON HIM OR HER.
   47    (7)  IF  IT IS TO HAVE A REGISTERED AGENT, HIS OR HER NAME AND ADDRESS
   48  WITHIN THIS STATE AND A STATEMENT THAT THE REGISTERED AGENT IS TO BE ITS
   49  AGENT UPON WHOM PROCESS AGAINST IT MAY BE SERVED.
   50    (8) A STATEMENT THAT THE FOREIGN CORPORATION HAS NOT, SINCE ITS INCOR-
   51  PORATION OR SINCE THE DATE ITS AUTHORITY TO CONDUCT ACTIVITIES  IN  THIS
   52  STATE  WAS  LAST  SURRENDERED, DONE ANY ACT IN THIS STATE, EXCEPT AS SET
   53  FORTH IN PARAGRAPH (B) OF SECTION 1301 OF THIS ARTICLE; OR  IN  LIEU  OF
   54  SUCH  STATEMENT THE CONSENT OF THE STATE TAX COMMISSION TO THE FILING OF
   55  THE APPLICATION SHALL BE ATTACHED THERETO.
       A. 5727                            93
    1    (9) ANY PROVISION REQUIRED BY ANY  GOVERNMENTAL  BODY  OR  OFFICER  OR
    2  OTHER  PERSON  OR BODY AS A CONDITION FOR GIVING THE CONSENT OR APPROVAL
    3  REQUIRED FOR THE FILING OF SUCH APPLICATION FOR AUTHORITY, PROVIDED SUCH
    4  PROVISION IS NOT INCONSISTENT WITH THIS CHAPTER OR ANY OTHER STATUTE  OF
    5  THIS STATE. A CORPORATION WHOSE STATEMENT OF PURPOSES TO BE CONDUCTED IN
    6  THIS  STATE  SPECIFICALLY  INCLUDES  THE ESTABLISHMENT OR OPERATION OF A
    7  CHILD DAY CARE CENTER, AS THAT TERM IS DEFINED IN SECTION THREE  HUNDRED
    8  NINETY OF THE SOCIAL SERVICES LAW, SHALL PROVIDE A CERTIFIED COPY OF ANY
    9  APPLICATION  FOR  AUTHORITY  AND  ANY  AMENDMENT  THERETO INVOLVING SUCH
   10  CORPORATION TO THE OFFICE OF CHILDREN AND FAMILY  SERVICES WITHIN THIRTY
   11  DAYS AFTER THE FILING OF SUCH APPLICATION OR AMENDMENT WITH THE  DEPART-
   12  MENT OF STATE.
   13    (B)  ATTACHED  TO THE APPLICATION FOR AUTHORITY SHALL BE A CERTIFICATE
   14  BY AN AUTHORIZED OFFICER OF THE JURISDICTION OF ITS  INCORPORATION  THAT
   15  THE  FOREIGN CORPORATION IS AN EXISTING CORPORATION. IF SUCH CERTIFICATE
   16  IS IN A FOREIGN LANGUAGE, A TRANSLATION THEREOF UNDER OATH OF THE TRANS-
   17  LATOR SHALL BE ATTACHED THERETO.
   18    (C) IF THE APPLICATION FOR AUTHORITY SETS FORTH ANY PURPOSES OR ACTIV-
   19  ITY FOR WHICH A DOMESTIC CORPORATION  COULD  BE  FORMED  ONLY  WITH  THE
   20  CONSENT OR APPROVAL OF ANY GOVERNMENTAL BODY OR OFFICER, OR OTHER PERSON
   21  OR BODY UNDER SECTION 404 OF THIS CHAPTER, OR WHICH, IF IT WAS CONTAINED
   22  IN  THE  CERTIFICATE  OF  INCORPORATION OF A DOMESTIC CORPORATION, WOULD
   23  SUBJECT THE DOMESTIC CORPORATION  TO THE REQUIREMENT UNDER SUCH  SECTION
   24  404 OF PROVIDING A CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION TO
   25  A  GOVERNMENTAL  BODY  OR  OFFICER OR OTHER PERSON OR BODY, THEN (I) ANY
   26  SUCH CONSENT OR APPROVAL  SHALL BE ENDORSED ON OR ANNEXED TO THE  APPLI-
   27  CATION  FOR  AUTHORITY  OR  (II) A CERTIFIED COPY OF THE APPLICATION FOR
   28  AUTHORITY SHALL BE PROVIDED BY THE FOREIGN CORPORATION TO  SUCH  GOVERN-
   29  MENTAL  BODY OR OFFICER OR OTHER PERSON OR BODY WITHIN THIRTY DAYS AFTER
   30  THE FILING OF THE APPLICATION FOR AUTHORITY.
   31    S 19. Section 1309 of the not-for-profit corporation law  is  REPEALED
   32  and a new section 1309 is added to read as follows:
   33  S 1309. CERTIFICATE OF AMENDMENT; CONTENTS, EFFECT.
   34    (A)  TO ACCOMPLISH SUCH AMENDMENT A CERTIFICATE, ENTITLED "CERTIFICATE
   35  OF AMENDMENT OF APPLICATION FOR  AUTHORITY  OF ................... (NAME
   36  OF  CORPORATION)  UNDER SECTION 1309 OF THE NON-PROFIT CORPORATION LAW,"
   37  SHALL BE SIGNED AND DELIVERED TO THE DEPARTMENT OF STATE. IT  SHALL  SET
   38  FORTH:
   39    (1)  THE NAME OF THE FOREIGN CORPORATION AS IT APPEARS ON THE INDEX OF
   40  NAMES OF EXISTING DOMESTIC AND AUTHORIZED FOREIGN  CORPORATIONS  OF  ANY
   41  TYPE  OR  KIND  IN  THE  DEPARTMENT OF STATE AND THE FICTITIOUS NAME THE
   42  CORPORATION HAS AGREED TO USE IN THIS STATE PURSUANT TO PARAGRAPH (D) OF
   43  SECTION 1301 OF THIS ARTICLE.
   44    (2) THE JURISDICTION OF ITS INCORPORATION.
   45    (3) THE DATE IT WAS AUTHORIZED TO CONDUCT ACTIVITIES IN THIS STATE.
   46    (4) EACH AMENDMENT EFFECTED THEREBY.
   47    (5) IF THE TRUE CORPORATE NAME OF THE FOREIGN  CORPORATION  IS  TO  BE
   48  CHANGED, A STATEMENT THAT THE CHANGE OF NAME HAS BEEN EFFECTED UNDER THE
   49  LAWS  OF  THE  JURISDICTION OF ITS INCORPORATION AND THE DATE THE CHANGE
   50  WAS SO EFFECTED.
   51    (6) IF THE ACTIVITIES IT PROPOSES TO CONDUCT IN THIS STATE ARE  TO  BE
   52  ENLARGED,  LIMITED  OR OTHERWISE CHANGED, A STATEMENT THAT IT IS AUTHOR-
   53  IZED TO CONDUCT IN THE JURISDICTION OF ITS INCORPORATION THE  ACTIVITIES
   54  WHICH IT PROPOSES TO CONDUCT IN THIS STATE.
   55    (B)  IF  AN AUTHORIZED FOREIGN CORPORATION HAS CHANGED ITS NAME IN THE
   56  JURISDICTION OF ITS INCORPORATION, IT SHALL DELIVER TO THE DEPARTMENT OF
       A. 5727                            94
    1  STATE WITHIN TWENTY DAYS AFTER  THE  CHANGE  BECAME  EFFECTIVE  IN  THAT
    2  JURISDICTION  A  CERTIFICATE  OF  AMENDMENT  UNDER PARAGRAPH (A) OF THIS
    3  SECTION. UPON ITS FAILURE TO DELIVER SUCH CERTIFICATE, ITS AUTHORITY  TO
    4  CONDUCT ACTIVITIES IN THIS STATE SHALL UPON THE EXPIRATION OF SAID TWEN-
    5  TY DAYS BE SUSPENDED. THE FILING BY THE DEPARTMENT OF STATE OF A CERTIF-
    6  ICATE  OF  AMENDMENT  CHANGING  THE  CORPORATION NAME WITHIN ONE HUNDRED
    7  TWENTY DAYS AFTER THE EFFECTIVE DATE OF THE CHANGE OF NAME IN THE JURIS-
    8  DICTION OF ITS INCORPORATION SHALL ANNUL THE SUSPENSION AND ITS AUTHORI-
    9  TY TO CONDUCT ACTIVITIES IN THIS STATE SHALL BE RESTORED AND CONTINUE AS
   10  IF NO SUSPENSION HAD OCCURRED. THE SECRETARY OF  STATE  SHALL  CONTINUE,
   11  DURING  SUCH  SUSPENSION,  AS AGENT OF THE FOREIGN CORPORATION UPON WHOM
   12  PROCESS AGAINST THE FOREIGN CORPORATION MAY BE SERVED IN THE MANNER  SET
   13  FORTH IN PARAGRAPH (B) OF SECTION 306 OF THIS CHAPTER.
   14    (C)  IF  A CERTIFICATE OF AMENDMENT OF APPLICATION FOR AUTHORITY ADDS,
   15  CHANGES OR ELIMINATES A PURPOSE, POWER OR  PROVISION  THE  INCLUSION  OF
   16  WHICH  IN  AN APPLICATION FOR AUTHORITY REQUIRES CONSENT OR APPROVAL OF,
   17  OR REQUIRES THE CORPORATION TO PROVIDE A CERTIFIED  COPY  OF  THE  FILED
   18  DOCUMENT  TO,  ANY  GOVERNMENTAL BODY OR OFFICER OR OTHER PERSON OR BODY
   19  UNDER SECTIONS 404 OR 806 OF THIS CHAPTER, OR IF THE  AMENDMENT  CHANGES
   20  THE  NAME  OF A CORPORATION SUBJECT TO EITHER SUCH REQUIREMENT, THEN (I)
   21  ANY SUCH CONSENT OR APPROVAL SHALL BE ENDORSED  ON  OR  ANNEXED  TO  THE
   22  CERTIFICATE OF AMENDMENT OF APPLICATION FOR AUTHORITY BEFORE IT IS FILED
   23  OR  (II)  THE CORPORATION SHALL PROVIDE A CERTIFIED COPY OF SUCH CERTIF-
   24  ICATE, WITHIN THIRTY DAYS AFTER IT IS FILED, TO EACH  GOVERNMENTAL  BODY
   25  OR  OFFICER OR OTHER PERSON OR BODY REQUIRED TO RECEIVE SUCH A COPY.  NO
   26  AMENDMENT TO A CERTIFICATE OF AUTHORITY SHALL BE ADOPTED THE  EFFECT  OF
   27  WHICH  WOULD  BE  TO  USE CORPORATE ASSETS IN A MANNER INCONSISTENT WITH
   28  SPECIFIC PURPOSES, IF ANY, FOR WHICH  FUNDS  WERE  GIVEN  TO  A  FOREIGN
   29  CORPORATION.
   30    S  20. Section 1310 of the not-for-profit corporation law, the opening
   31  paragraph of paragraph (b) as amended by chapter  375  of  the  laws  of
   32  1998,  subparagraph  1 of paragraph (b) as amended by chapter 186 of the
   33  laws of 1983 and paragraph (c) as amended by chapter 172 of the laws  of
   34  1999, is amended to read as follows:
   35  S 1310. Certificate of change; contents.
   36    (a)  In  lieu  of  a  certificate  of amendment, an authorized foreign
   37  corporation, upon compliance with this section, may make any or  all  of
   38  the following changes in its application for authority:
   39    (1) To change the location of its office in this state.
   40    (2)  To  specify or change the post office address to which the secre-
   41  tary of state shall mail a copy of any process against  it  served  upon
   42  him OR HER.
   43    (3) To make, revoke or change the designation of a registered agent or
   44  specify or change his OR HER address.
   45    (b)  To accomplish such change, a certificate entitled "Certificate of
   46  change of application for authority of .......... (name of  corporation)
   47  under  section  1310 of the [Not-for-Profit] NON-PROFIT Corporation Law"
   48  shall be signed and delivered to the department of state. It  shall  set
   49  forth:
   50    (1)  The name of the foreign corporation as it appears on the index of
   51  names of existing domestic and authorized foreign  corporations  of  any
   52  type  or  kind  in  the  department of state and the fictitious name the
   53  corporation has agreed to use in this state pursuant to paragraph (d) of
   54  section 1301 of this chapter.
   55    (2) The jurisdiction of its incorporation.
   56    (3) The date it was authorized to conduct activities in this state.
       A. 5727                            95
    1    (4) Each change effected thereby.
    2    (c) A certificate of change of application for authority which changes
    3  only  the post office address to which the secretary of state shall mail
    4  a copy of any process against an authorized foreign  corporation  served
    5  upon  him  OR  HER or which changes the address of its registered agent,
    6  provided such address is the address of a person, partnership  or  other
    7  corporation whose address, as agent, is the address to be changed or who
    8  has  been  designated  as  registered  agent for such authorized foreign
    9  corporation, may be signed and delivered to the department of  state  by
   10  such agent. The certificate of change of application for authority shall
   11  set  forth the statements required under subparagraphs (1), (2), (3) and
   12  (4) of paragraph (b) of this section; that  a  notice  of  the  proposed
   13  change was mailed by the party signing the certificate to the authorized
   14  foreign  corporation  not  less  than  thirty  days prior to the date of
   15  delivery to the department and that such corporation  has  not  objected
   16  thereto; and that the party signing the certificate is the agent of such
   17  foreign  corporation to whose address the secretary of state is required
   18  to mail copies of process or the registered agent, if such be the  case.
   19  A  certificate  signed  and  delivered under this paragraph shall not be
   20  deemed to effect a change of location of the office of  the  corporation
   21  in whose behalf such certificate is filed.
   22    S  21. Section 1311 of the not-for-profit corporation law, the opening
   23  paragraph of paragraph (a) and the opening paragraph of paragraph (d) as
   24  amended by chapter 375 of the laws of 1998 and subparagraph 1  of  para-
   25  graph  (a)  as amended by chapter 186 of the laws of 1983, is amended to
   26  read as follows:
   27  S 1311. Surrender of authority.
   28    (a) An  authorized  foreign  corporation  desiring  to  surrender  its
   29  authority  shall  deliver to the department of state a certificate enti-
   30  tled "Certificate of surrender of authority of ......... (name of corpo-
   31  ration) under section 1311 of  the  [Not-for-Profit]  NON-PROFIT  Corpo-
   32  ration Law."  The certificate shall be signed. It shall set forth:
   33    (1)  The name of the foreign corporation as it appears on the index of
   34  names of existing domestic and authorized foreign  corporations  of  any
   35  type  or  kind  in  the  department of state and the fictitious name the
   36  corporation has agreed to use in this state pursuant to paragraph (d) of
   37  section 1301 of this chapter.
   38    (2) The jurisdiction of its incorporation.
   39    (3) The date it was authorized to conduct activities in this state.
   40    (4) That it surrenders its authority to  conduct  activities  in  this
   41  state.
   42    (5)  That  it  revokes  the authority of its registered agent, if any,
   43  previously designated and consents that process against it in any action
   44  or special proceeding based upon any liability or obligation incurred by
   45  it within this state before the filing of the certificate  of  surrender
   46  may  be served on the secretary of state after the filing thereof in the
   47  manner set forth in paragraph (b) of section 306 [(Service of  process)]
   48  OF THIS CHAPTER.
   49    (6)  A  post  office address within or without this state to which the
   50  secretary of state shall mail a copy of any process  against  it  served
   51  upon him OR HER.
   52    (b)  The department shall not file such certificate unless the consent
   53  of the state tax commission to the surrender of  authority  is  attached
   54  thereto.
       A. 5727                            96
    1    (c)  The authority of the foreign corporation to conduct activities in
    2  this state shall terminate on the filing by the department of  state  of
    3  the certificate of surrender of authority.
    4    (d)  The post office address specified under subparagraph [(a)] (6) OF
    5  PARAGRAPH (A) OF THIS SECTION  may  be  changed  by  delivering  to  the
    6  department of state a certificate, entitled "Certificate of amendment of
    7  certificate  of  surrender  of  authority  of .......... (name of corpo-
    8  ration) under section 1311 of  the  [Not-for-Profit]  NON-PROFIT  Corpo-
    9  ration Law." The certificate shall be signed. It shall set forth:
   10    (1) The name of the foreign corporation.
   11    (2) The jurisdiction of its incorporation.
   12    (3)  The  date  its certificate of surrender of authority was filed by
   13  the department of state.
   14    (4) The changed post office address, within or without this state,  to
   15  which the secretary of state shall mail a copy of any process against it
   16  served upon him OR HER.
   17    S  22.  Section  1316 of the not-for-profit corporation law, paragraph
   18  (a) as amended by chapter 847 of the laws of 1970, is amended to read as
   19  follows:
   20  S 1316. Record of members.
   21    (a)  Any resident of this state who [shall have been] IS a member  [of
   22  record,  for at least six months immediately preceding his demand,] of a
   23  foreign corporation conducting activities in this state, [or  any  resi-
   24  dent of this state authorized in writing by at least five percent of the
   25  members,  entitled  to  vote, of the foreign corporation,] upon at least
   26  five days' written  demand  may  require  such  foreign  corporation  to
   27  produce a record of its members setting forth the names and addresses of
   28  all  members,  the number and class of capital certificates held by each
   29  and the dates when they respectively became the owners of record  there-
   30  of,  and shall have the right to examine in person or by agent or attor-
   31  ney at the office of the foreign corporation in this  state  or  at  the
   32  office of its transfer agent or registrar in this state or at such other
   33  place  in  any  county in this state in which the foreign corporation is
   34  conducting activities as may be designated by  the  foreign  corporation
   35  during the usual business hours, a record of members or an exact copy of
   36  the  record  of members certified as correct by the corporate officer or
   37  agent responsible for keeping or  producing  such  record  and  to  make
   38  extracts therefrom.  In the case of a foreign corporation having shares,
   39  a  record  of  shareholders  shall  for  the  purpose of this section be
   40  regarded as a record of members, and holders  of  voting  trust  certif-
   41  icates representing such shares shall for the purpose of this section be
   42  regarded  as  members.    A CORPORATION REQUESTED TO PROVIDE INFORMATION
   43  PURSUANT TO THIS PARAGRAPH SHALL MAKE AVAILABLE SUCH INFORMATION IN  THE
   44  FORMAT  IN  WHICH  SUCH INFORMATION IS MAINTAINED BY THE CORPORATION AND
   45  SHALL NOT BE REQUIRED TO PROVIDE SUCH INFORMATION IN ANY OTHER FORMAT.
   46    (b)  An examination authorized by paragraph (a) OF THIS SECTION may be
   47  denied to such member [or other person]  upon  his  OR  HER  refusal  to
   48  furnish to the foreign corporation or its transfer agent or registrar an
   49  affidavit  that such inspection is not desired for a purpose which is in
   50  the interests of a business or object other than the activities  of  the
   51  foreign  corporation and that such member or other person has not within
   52  five years sold or offered for sale any list or record of members of any
   53  corporation of any type or kind, whether or not formed under the laws of
   54  this state, or aided or abetted any person in procuring any such list or
   55  record of members for any such purpose.
       A. 5727                            97
    1    (c)  Upon refusal by the foreign corporation or by an officer or agent
    2  of the foreign corporation to produce for examination or  to  permit  an
    3  examination  of  the  record  of  members as herein provided, the person
    4  making the demand for  production  and  examination  may  apply  to  the
    5  supreme  court  in the judicial district where the office of the foreign
    6  corporation within this state is located, upon such notice as the  court
    7  may  direct, for an order directing the foreign corporation, its officer
    8  or agent, to show cause why an order should  not  be  granted  directing
    9  such  production and permitting such examination by the applicant.  Upon
   10  the return day of the order to show cause,  the  court  shall  hear  the
   11  parties summarily, by affidavit or otherwise, and if it appears that the
   12  applicant is qualified and entitled to such examination, the court shall
   13  grant  an  order compelling such production for examination and awarding
   14  such further relief as to the court may seem just and proper.
   15    (d)  Nothing herein contained shall impair  the  power  of  courts  to
   16  compel  the  production for examination of the books of a foreign corpo-
   17  ration.   The record of members  specified  in  paragraph  (a)  OF  THIS
   18  SECTION  shall  be  prima  facie evidence of the facts therein stated in
   19  favor of the plaintiff in any action or special proceeding against  such
   20  foreign corporation or any of its officers, directors or members.
   21    S  23.  Section 1321 of the not-for-profit corporation law is REPEALED
   22  and a new section 1321 is added to read as follows:
   23  S 1321. EXEMPTION FROM CERTAIN PROVISIONS.
   24    (A) NOTWITHSTANDING ANY OTHER PROVISION OF  THIS  CHAPTER,  A  FOREIGN
   25  CORPORATION  CONDUCTING  ACTIVITIES  IN  THIS  STATE WHICH IS AUTHORIZED
   26  UNDER THIS ARTICLE, ITS DIRECTORS, OFFICERS AND MEMBERS, SHALL BE EXEMPT
   27  FROM THE PROVISIONS OF PARAGRAPH (E) OF SECTION 1317,  SUBPARAGRAPH  (1)
   28  OF  PARAGRAPH (A) OF SECTION 1318, AND SUBPARAGRAPH (2) OF PARAGRAPH (A)
   29  OF SECTION 1320 OF THIS ARTICLE IF, WHEN SUCH PROVISION WOULD  OTHERWISE
   30  APPLY, THE CORPORATION'S PRINCIPAL ACTIVITIES ARE CONDUCTED OUTSIDE THIS
   31  STATE;  THE  GREATER PART OF ITS PROPERTY IS LOCATED OUTSIDE THIS STATE;
   32  AND:
   33    (1) LESS THAN ONE-THIRD OF ITS MEMBERS ARE RESIDENTS OF THIS STATE; OR
   34    (2) LESS THAN TEN PERCENT OF ITS  ANNUAL  REVENUES  ARE  DERIVED  FROM
   35  SOLICITATION OF FUNDS WITHIN THIS STATE; OR
   36    (3)  LESS THAN ONE-HALF OF ITS REVENUES FOR THE PRECEDING THREE FISCAL
   37  YEARS, OR SUCH PORTION THEREOF AS THE FOREIGN CORPORATION WAS IN  EXIST-
   38  ENCE, WERE DERIVED FROM SOURCES WITHIN THIS STATE.
   39    S  24. Paragraph (d) of section 1401 of the not-for-profit corporation
   40  law is REPEALED.
   41    S 25. Paragraph (e) of section 1401 of the not-for-profit  corporation
   42  law,  as  added  by chapter 560 of the laws of 1998, is relettered para-
   43  graph (d) and amended to read as follows:
   44    (d) Private and family cemetery  corporations;  prohibitions.  (1)  No
   45  private or family cemetery corporation shall, directly or indirectly:
   46    (i)  sell,  or  have, enter into or perform a lease of any of its real
   47  property to a funeral entity, or use any of its property for location of
   48  a funeral entity;
   49    (ii) commingle its funds with a funeral entity;
   50    (iii) direct or carry on its business or affairs with a funeral  enti-
   51  ty;
   52    (iv) authorize control of its business or affairs by a funeral entity;
   53    (v)  engage in any sale or cross-marketing of goods or services with a
   54  funeral entity;
   55    (vi) have, enter into or perform a management or service contract  for
   56  cemetery operations with a funeral entity; or
       A. 5727                            98
    1    (vii) have, enter into or perform a management contract with any enti-
    2  ty, other than a [not-for-profit] NON-PROFIT cemetery corporation.
    3    (2)  Only  the provisions of subparagraphs (i) and (ii) of subdivision
    4  one of this paragraph shall apply to cemetery corporations  with  thirty
    5  acres  or less of real property dedicated to cemetery purposes, and only
    6  to the extent the sale or lease is of real property dedicated  to  ceme-
    7  tery  purposes,  and  such  cemeteries  shall  not engage in the sale of
    8  funeral home goods or services, except if such goods  and  services  are
    9  otherwise permitted to be sold by cemeteries.
   10    (3)  For  the  purposes  of  this  paragraph, "funeral entity" means a
   11  person, partnership, corporation, limited  liability  company  or  other
   12  form  of  business  organization  providing  funeral  home  services, or
   13  owning, controlling, conducting or affiliated with a funeral  home,  any
   14  subsidiary  thereof  or an officer, director or stockholder having a ten
   15  per centum or  greater  proprietary,  beneficial,  equitable  or  credit
   16  interest in a funeral home.
   17    S  26. Paragraph (b) of section 1402 of the not-for-profit corporation
   18  law is REPEALED and paragraphs (c), (d), (e), (f), (g), (h) and (i)  are
   19  relettered paragraphs (b), (c), (d), (e), (f), (g) and (h).
   20    S  27. Paragraph (c) of section 1403 of the not-for-profit corporation
   21  law is REPEALED.
   22    S 28. Section 1404 of the not-for-profit  corporation  law,  paragraph
   23  (a) and subparagraph 1 of paragraph (c) as amended by chapter 702 of the
   24  laws  of 1977 and paragraphs (b), (d) and (e) as amended by chapter 1058
   25  of the laws of 1971, is amended to read as follows:
   26  S 1404. Christian associations.
   27    (a)  Certificate of incorporation; additional contents.
   28    In addition to the requirements of section  402,  the  certificate  of
   29  incorporation  of a Young Men's or a Young Women's Christian Association
   30  shall state the qualifications of active membership; and  may  name,  in
   31  addition  to  the directors, six trustees and shall divide such trustees
   32  into three classes to hold office for one, two and three  years  respec-
   33  tively, or until their successors are elected by the board of directors.
   34    (b)  Type of corporation.
   35    A [christian] CHRISTIAN association is a Type B corporation under this
   36  chapter.
   37    (c)  Directors and trustees.
   38    (1)    The  trustees  of a corporation organized for the purposes of a
   39  young men's [christian] CHRISTIAN association or a young women's [chris-
   40  tian] CHRISTIAN association, with the president of the corporation shall
   41  be a board of trustees thereof, and hold and control the  real  property
   42  of  the  corporation  and  all gifts and bequests of money to be held in
   43  trust.  They or the directors if there is no board of trustees shall pay
   44  the income of such property to the treasurer of the corporation so  long
   45  as  the  income  shall  be  expended  by  the  directors thereof for the
   46  purposes for which the corporation was formed.  Such association may, by
   47  amendment to its certificate of incorporation, in the manner provided by
   48  law, eliminate its board of trustees, in which case the  real  property,
   49  gifts,  bequests and other grants held in trust by such trustee shall be
   50  transferred to its board of directors which shall hold and  control  the
   51  real  property of the corporation and all gifts and bequests of money to
   52  be held in trust.
   53    (2)  The real property of such corporation shall not be liable for any
   54  debt or obligation contracted without the approval of the board of trus-
   55  tees.
       A. 5727                            99
    1    (3)  In all proceedings for the purchase, sale, mortgage and lease  of
    2  real property, the board of trustees of such a corporation shall perform
    3  the functions of the board of directors.
    4    (4)    The board of directors shall have the management and control of
    5  the property and affairs of the corporation, except as  such  management
    6  and control is vested by law in the board of trustees.
    7    (5)    A  young  men's  [christian] CHRISTIAN association incorporated
    8  prior to eighteen hundred [and] eighty-seven may create a board of trus-
    9  tees possessing the qualifications and divided into  classes,  and  such
   10  board shall have the powers set forth in this paragraph.
   11    (6)    A  young  men's  [christian] CHRISTIAN association incorporated
   12  prior to nineteen hundred [and]  eight  may  divide  its  trustees  into
   13  classes.
   14    (d)    Dissolution.    Whenever  any young men's [christian] CHRISTIAN
   15  association subject to this section shall cease to carry out the objects
   16  set forth in its certificate of incorporation, according to the  general
   17  rules  and regulations of the  national board of young men's [christian]
   18  CHRISTIAN associations, or shall abandon or discontinue for one year the
   19  use of any of its property for such  objects,  then  upon  the  verified
   20  petition  of  a majority of the directors of such association upon four-
   21  teen days' notice to the   national board by service  thereof  upon  its
   22  chairman  and secretary or in the event of the failure of such directors
   23  to act, upon the verified petition of the national board of young  men's
   24  [christian]  CHRISTIAN  associations, upon fourteen days' notice to such
   25  association by service thereof upon its president or any director there-
   26  of, and upon one of the trustees thereof, and upon notice to the  attor-
   27  ney  general, the supreme court, upon satisfactory proof by affidavit or
   28  otherwise of such failure  or  abandonment,  must  make  a  final  order
   29  dissolving  such corporation.   Upon the entry of such order, the corpo-
   30  ration shall be dissolved, and thereupon the   national board  of  young
   31  men's  [christian]  CHRISTIAN  associations   may take possession of the
   32  property of the corporation and manage the same, or if authorized by the
   33  concurring vote of two-thirds of the members of the national  board  may
   34  sell  or lease the same and apply the proceeds thereof after the payment
   35  of the debts, if any, of the corporation  solely  to  such  purposes  as
   36  those for which the corporation was organized.
   37    (e)  Incorporation of county committees.
   38    (1)   Five or more men resident in any county of this state, appointed
   39  by the national board of Young Men's Christian Associations, to  act  as
   40  the  county  committee  of  Young  Men's Christian Associations for such
   41  county, may form a corporation under  the  provisions  of  this  chapter
   42  under  the  name  of  "The County Committee of the Young Men's Christian
   43  Association of ..................... County,"  (the  blank  space  being
   44  filled by the name of the county in which the incorporators reside.)
   45    (2)    The  management and control of the property and affairs of such
   46  corporation shall be vested in  its  members  and  their  successors  in
   47  office,  except that the powers and duties of the trustees thereof shall
   48  be those specified in paragraph (a) OF THIS SECTION; and the  successors
   49  of  such  members  shall  be  elected annually at a meeting of the Young
   50  Men's Christian Associations of the county for which such committee  has
   51  been  appointed, at which meeting each association may be represented by
   52  one delegate for each ten active members of such association.  A plural-
   53  ity vote of the delegates present, and voting at such meeting, shall  be
   54  sufficient  to  elect.   If any vacancy in the membership of such corpo-
   55  ration shall occur during the interim between the regular elections,  it
   56  may be filled by the remaining members.
       A. 5727                            100
    1    (3)    The  officers  of  the corporation shall consist of a chairman,
    2  treasurer and secretary, and such other  officers  as  the  members  may
    3  decide;  and  shall  be  elected annually by such members from their own
    4  number.
    5    S  29. Paragraph (b) of section 1405 of the not-for-profit corporation
    6  law is REPEALED and paragraphs (c), (d),  (e)  and  (f)  are  relettered
    7  paragraphs (b), (c), (d) and (e).
    8    S  30. Paragraph (b) of section 1406 of the not-for-profit corporation
    9  law is REPEALED and paragraphs (c), (d),  (e)  and  (f)  are  relettered
   10  paragraphs (b), (c), (d) and (e).
   11    S  31. Paragraph (b) of section 1407 of the not-for-profit corporation
   12  law is REPEALED and paragraphs (c) and (d) are relettered paragraphs (b)
   13  and (c).
   14    S 32. Paragraph (b) of section 1408 of the not-for-profit  corporation
   15  law is REPEALED and paragraph (c) is relettered paragraph (b).
   16    S  33. Paragraph (b) of section 1409 of the not-for-profit corporation
   17  law is REPEALED and paragraphs (c), (d), (e), (f), (g),  (h),  (i),  (j)
   18  and (k) are relettered paragraphs (b), (c), (d), (e), (f), (g), (h), (i)
   19  and (j).
   20    S  34. Paragraph (b) of section 1410 of the not-for-profit corporation
   21  law is REPEALED and paragraph (c) is relettered paragraph (b).
   22    S 35. Paragraph (a) of section 1411 of the not-for-profit  corporation
   23  law,  as  amended by chapter 847 of the laws of 1970, is amended to read
   24  as follows:
   25    (a)  Purposes.
   26    This section shall provide  an  additional  and  alternate  method  of
   27  incorporation  or  reincorporation of [not-for-profit] NON-PROFIT corpo-
   28  rations for any of the purposes set forth in this  paragraph  and  shall
   29  not  be deemed to alter, impair or diminish the purposes, rights, powers
   30  or privileges of any corporation heretofore  or  hereafter  incorporated
   31  under  this  section  or  under  the stock or business corporation laws.
   32  Corporations may be incorporated or reincorporated under this section as
   33  [not-for-profit] NON-PROFIT local development corporations operated  for
   34  the  exclusively charitable or public purposes of relieving and reducing
   35  unemployment, promoting and providing for additional and maximum employ-
   36  ment, bettering and maintaining job opportunities, instructing or train-
   37  ing individuals to improve or develop their capabilities for such  jobs,
   38  carrying on scientific research for the purpose of aiding a community or
   39  geographical area by attracting new industry to the community or area or
   40  by  encouraging  the development of, or retention of, an industry in the
   41  community or area, and lessening the burdens of government and acting in
   42  the public interest, and any one or  more  counties,  cities,  towns  or
   43  villages  of  the state, or any combination thereof, or the New York job
   44  development authority in exercising its power under the public  authori-
   45  ties  law  to  encourage  the  organization  of local development corpo-
   46  rations, may cause such corporations to be incorporated by public  offi-
   47  cers  or  private individuals or reincorporated upon compliance with the
   48  requirements of this section, and it is  hereby  found,  determined  and
   49  declared that in carrying out said purposes and in exercising the powers
   50  conferred  by  paragraph  (b)  such  corporations  will be performing an
   51  essential governmental function.
   52    S 36. Paragraph (b) of section 1411 of the not-for-profit  corporation
   53  law  is REPEALED and paragraphs (c), (d), (e), (f), (g), (h) and (i) are
   54  relettered paragraphs (b), (c), (d), (e), (f), (g) and (h).
   55    S 37. Paragraph (d) of section 1412 of the not-for-profit  corporation
   56  law is REPEALED.
       A. 5727                            101
    1    S  38. Paragraphs (e), (f) and (g) of section 1412 of the not-for-pro-
    2  fit corporation law, paragraph (e) as amended by chapter 253 of the laws
    3  of 1999, paragraph (f) as amended and paragraph (g) as added by  chapter
    4  555  of  the laws of 1993 and subparagraph 2 of paragraph (f) as amended
    5  by chapter 172 of the laws of 1999, are amended to read as follows:
    6    [(e)] (D) Applicability of laws; members, directors and officers. This
    7  chapter shall be applicable to a university faculty practice corporation
    8  except  to  the  extent  that  the provisions thereof conflict with this
    9  section. A university faculty practice corporation  may  consolidate  or
   10  merge  only  with  another  university faculty practice corporation. The
   11  following provisions of article fifteen of the business corporation  law
   12  shall  be applicable to a university faculty practice corporation except
   13  that each reference in such  provisions  to  a  "shareholder"  shall  be
   14  deemed  to  be  a  reference  to  a  "member" and each reference in such
   15  provisions to "shareholders" shall be deemed a reference  to  "members":
   16  paragraphs  (a),  (b), (c) and (e) of section fifteen hundred one; para-
   17  graphs (b), (c) and (d) of section  fifteen  hundred  three;  paragraphs
   18  (a),  (c)  and  (g)  of  section  fifteen  hundred four; section fifteen
   19  hundred five; section fifteen hundred nine except  to  the  extent  such
   20  section  refers to section fifteen hundred ten; paragraph (a) of section
   21  fifteen hundred twelve; section fifteen hundred  fourteen;  and  section
   22  fifteen  hundred  fifteen.    No individual may be a member, director or
   23  officer of a university faculty practice corporation unless  such  indi-
   24  vidual  is  authorized  by  law to practice in this state the profession
   25  which such corporation is authorized to practice and is a member of  the
   26  faculty  of  the  medical school, dental school, chiropractic college or
   27  optometry college which such corporation is organized to support.
   28    [(f)] (E) Corporations heretofore incorporated. Any corporation  here-
   29  tofore  incorporated  under  article fifteen of the business corporation
   30  law  and  operated  in  compliance  with  the  requirements  of  section
   31  501(c)(3)  of  the  United  States  internal  revenue code may amend its
   32  certificate of incorporation  and  be  reincorporated  as  a  university
   33  faculty  practice corporation organized under this section by making and
   34  filing in the office of the secretary of state  a  certificate  entitled
   35  "Certificate  of  Reincorporation  of...(name  of  incorporation)  under
   36  section 1412 of the [Not-for-Profit] NON-PROFIT  Corporation  Law."  (1)
   37  Such  reincorporation certificate shall contain the provisions required,
   38  and any other provisions permitted, by section 402 of this  chapter  and
   39  shall  also  set  forth  (A) a statement that such corporation is filing
   40  such reincorporation certificate under this section, (B) if the name  of
   41  such corporation has been changed, the name under which such corporation
   42  was  originally  incorporated,  (C)  the  date  of incorporation of such
   43  corporation, (D) the names and post-office addresses of the  holders  of
   44  record  of all of the outstanding shares of such corporation entitled to
   45  vote, (E) a statement that such corporation has elected to become and be
   46  a university faculty practice corporation organized and  operated  under
   47  by  virtue  of this section and (F) the statements required by paragraph
   48  (c) of this section.
   49    (2) Such reincorporation certificate shall be either (A) subscribed in
   50  person or by proxy by all of  the  holders  of  record  of  all  of  the
   51  outstanding  shares  of such corporation entitled to vote and shall have
   52  annexed an affidavit of the secretary or an assistant secretary that the
   53  persons who have executed  the  certificate,  in  person  or  by  proxy,
   54  constitute all of the holders of record of all of the outstanding shares
   55  of  the  corporation entitled to vote or (B) subscribed by the president
   56  or a vice president and the secretary  or  an  assistant  secretary  and
       A. 5727                            102
    1  shall  have annexed an affidavit of such officers stating that they have
    2  been authorized to execute and file such reincorporation certificate  by
    3  the  votes,  cast in person or by proxy, of all of the holders of record
    4  of all of the outstanding shares of such corporation entitled to vote at
    5  the meeting at which such votes were cast, and that such votes were cast
    6  at  a  meeting  of  shareholders  held  on a date specified, upon notice
    7  pursuant to section six hundred five of the business corporation law.
    8    (3) A reincorporation pursuant to this paragraph shall  not  effect  a
    9  dissolution  of  such corporation, but shall be deemed a continuation of
   10  its corporate existence, without affecting  its  then-existing  property
   11  rights or liabilities, or the liabilities of its shareholders, directors
   12  or  officers  as  such,  but  thereafter it shall have only such rights,
   13  powers and privileges, and it and such shareholders, directors and offi-
   14  cers shall be subject only to such other duties and  liabilities,  as  a
   15  university faculty practice corporation and members, directors and offi-
   16  cers thereof.
   17    (4)  Upon the filing of a reincorporation certificate in the office of
   18  the secretary of state, (A) any issued and outstanding  shares  of  such
   19  corporation  shall  be purchased by such corporation at a purchase price
   20  equal to the price for which such shares were originally issued, or such
   21  other price as such corporation shall agree to, such price  to  be  paid
   22  out  of  the  surplus of the corporation, whereupon such shares shall be
   23  deemed cancelled as of the date of such filing and (B) such reincorpora-
   24  tion certificate shall be deemed to replace the certificate of  incorpo-
   25  ration  of such corporation. The department of state shall not file such
   26  certificate of reincorporation unless the consent of the commissioner of
   27  taxation and finance is attached thereto.  Such certificate  of  consent
   28  shall  only  be given if the commissioner of taxation and finance ascer-
   29  tains that all taxes imposed under article nine-A of  the  tax  law,  as
   30  well  as penalties and interest charges related thereto, accrued against
   31  the corporation have been paid.
   32    [(g)] (F) Effect of section. University faculty practice  corporations
   33  incorporated or reincorporated under this section shall be organized and
   34  operated exclusively for the purposes set forth in paragraph (a) of this
   35  section and shall be subject to the restrictions and limitations imposed
   36  by or pursuant to paragraphs (a) and (e) of this section.  Notwithstand-
   37  ing  anything  to  the  contrary  in  article twenty-eight of the public
   38  health law or the regulations adopted pursuant thereto,  no  corporation
   39  organized under this section shall be deemed to be establishing or oper-
   40  ating  a  hospital,  diagnostic center and/or treatment center requiring
   41  establishment or construction approval solely by reason of being  organ-
   42  ized  as  a  [not-for-profit]  NON-PROFIT  corporation.  Insofar  as the
   43  provisions of this section are inconsistent with the provisions  of  any
   44  other  law,  general or special, the provisions of this section shall be
   45  controlling as to the corporations incorporated or reincorporated  here-
   46  under.
   47    S  39. Paragraph (c) of section 1505 of the not-for-profit corporation
   48  law is REPEALED and paragraph (d) is relettered paragraph (c).
   49    S 40. Subparagraph 7 of paragraph (a) of section 1506-a  of  the  not-
   50  for-profit corporation law, as added by chapter 560 of the laws of 1998,
   51  is amended to read as follows:
   52    (7)  have, enter into or perform a management contract with any entity
   53  other than a [not-for-profit] NON-PROFIT cemetery corporation.
   54    S 41. (a) An act of the legislature of the  year  in  which  this  act
   55  shall have become a law which, in form, amends or repeals or purports to
   56  amend or repeal any provision or provisions of the former not-for-profit
       A. 5727                            103
    1  corporation law, as in force immediately prior to the date that this act
    2  shall take effect, shall be legally effective notwithstanding the repeal
    3  of such former law by this act and shall be construed as an amendment or
    4  repeal, as the case may be, of the corresponding provision or provisions
    5  of  this  act  irrespective  of whether such provision or provisions are
    6  contained in this act in one or more  article,  section,  subsection  or
    7  other  part thereof and such corresponding provision or provisions shall
    8  be deemed and construed to be amended or repealed as though the same had
    9  been expressly and in terms so amended or repealed.
   10    (b) An act of the legislature of the year in which this act shall have
   11  become a law which adds or purports  to  add  a  new  article,  section,
   12  subsection or other provision of law to the former not-for-profit corpo-
   13  ration  law,  as  in force and effect immediately prior to the date that
   14  this act shall take effect, shall be legally  effective  notwithstanding
   15  the  repeal  of  such  former  law by this act and shall be construed as
   16  having been added to this act and shall be given full  effect  according
   17  to  its  context as if the same had been added expressly and in terms to
   18  this act and shall be deemed and construed to have been inserted in this
   19  act in juxtaposition to and as modifying the effect of the corresponding
   20  provision or provisions of this act.
   21    S 42. Nothing contained in this act  or  any  act  amendatory  thereof
   22  shall  affect  or impair the validity of any act done or right accruing,
   23  accrued or acquired, or any order, judgment, or status established prior
   24  to the enactment of this act or prior to the enactment of any act  amen-
   25  datory thereof.
   26    S  43. If any part or provision of this act or the application thereof
   27  to any person or circumstances be  adjudged  invalid  by  any  court  of
   28  competent jurisdiction, such judgment shall be confined in its operation
   29  to  the  part,  provision  or  application  or  persons or circumstances
   30  directly involved in the controversy in which such judgment  shall  have
   31  been rendered and shall not affect or impair the validity of the remain-
   32  der  of  this act or the application thereof to other persons or circum-
   33  stances and the legislature hereby declares that it would  have  enacted
   34  this  act  or the remainder thereof had the invalidity of such provision
   35  or application thereof been apparent.
   36    S 44. This act shall take effect immediately.
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