N.Y. Not-for-Profit Corporation Law § 103: Application

§ 103. Application.

(a) Except as otherwise provided in this section, this chapter applies

to every domestic corporation as herein defined, and to every foreign

corporation as herein defined which is authorized to conduct or which

conducts any activities in this state. This chapter also applies to any

other domestic corporation or foreign corporation of any kind to the

extent, if any, provided under this chapter or any law governing such

corporation and, if no such provision for application is made, to the

extent, if any, that the membership corporations law applied to such

corporation as of the effective date of this chapter. A corporation

formed by a special act of this state which has as its principal purpose

an education purpose and which is a member of the university of the

state of New York, is an "education corporation" under section two

hundred sixteen-a of the education law.

To the extent that the membership corporations law or the general

corporation law applied to it as of the effective date of this chapter,

the corresponding provisions of this chapter apply to a corporation

heretofore formed by or pursuant to a special act of this state other

than a religious corporation or an "education corporation" under clause

(b) of subdivision one of section two hundred sixteen-a of the education

law, if (1) its principal purpose is a religious, charitable or

education purpose, and (2) it is operated, supervised or controlled by

or in connection with a religious organization. Any such corporation may

at any time after the effective date of this chapter file a restated

certificate of incorporation under section 805 (restated certificate of

incorporation) including a statement that it elects to have this chapter

apply in all respects to it. The restated certificate of incorporation

shall conform with the requirements of section 402 (certificate of

incorporation; contents) for new corporations. Upon the filing of such

certificate by the department of state, this chapter shall apply in all

respects to such corporation.

This chapter also applies to any other corporation of any kind, formed

not-for-profit under any other chapter of the laws of this state except

a chapter of the consolidated laws, to the extent that provisions of

this chapter do not conflict with the provisions of such unconsolidated

law. If an applicable provision of such unconsolidated law relates to a

matter embraced in this chapter but is not in conflict therewith, both

provisions shall apply. Any corporation to which this chapter is made

applicable by this paragraph shall be treated as a "corporation" or

"domestic corporation" as such terms are used in this chapter, except

that the purposes of any such corporation formed or formable under such

unconsolidated law shall not thereby be extended. For the purpose of

this paragraph, the effective date of this chapter as to corporations to

which this chapter is made applicable by this paragraph shall be

September one, nineteen hundred seventy-three.

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

kind to which this chapter applies. A reference in any statute of this

state which makes a provision of the general corporation law applicable

to a corporation of any kind to which this chapter is applicable or a

reference in any statute of this state, other than the membership

corporations law, which makes a provision of the membership corporations

law applicable to a corporation of any kind shall be deemed and

construed to refer to and make applicable the corresponding provision,

if any, of this chapter.

(c) If any provision in articles one to thirteen inclusive of this

chapter conflicts with a provision of any subsequent articles or of any

special act under which a corporation to which this chapter applies is

formed, the provision in such subsequent article or special act

prevails. A provision of any such subsequent article or special act

relating to a matter referred to in articles one to thirteen inclusive

and not in conflict therewith is supplemental and both shall apply.

Whenever the board of a corporation, formed under a special act,

reasonably makes an interpretation as to whether a provision of the

special act or this chapter prevails, or both apply, such interpretation

shall govern unless and until a court determines otherwise, if such

board has acted in good faith for a purpose which it reasonably believes

to be in the best interests of the corporation, provided however, that

such interpretation shall not bind any governmental body or officer.

(d) A corporation whose formation under this chapter is authorized by

another corporate law is, unless otherwise provided by such corporate

law, subject to all the provisions of this chapter that are applicable

to a charitable corporation formed under this chapter.

(e) This chapter applies to commerce with foreign nations and among

the several states, and to corporations formed by or under any act of

congress, only to the extent permitted under the constitution and laws

of the United States.

(f) The enactment of this chapter shall not affect the duration of a

corporation which is existing on the effective date of this chapter. Any

such existing corporation, its members, directors and officers shall

have the same rights and be subject to the same limitations,

restrictions, liabilities and penalties as a corporation formed under

this chapter, its members, directors and officers.

(g) This chapter shall not affect any cause of action, liability,

penalty or action or special proceeding, which on the effective date of

this chapter, is accrued, existing, incurred or pending but the same may

be asserted, enforced, prosecuted or defended as if this chapter had not

been enacted.