N.Y. Not-for-Profit Corporation Law § 1404: Christian associations

§ 1404. Christian associations.

(a) Certificate of incorporation; additional contents.

In addition to the requirements of section 402, the certificate of

incorporation of a Young Men's or a Young Women's Christian Association

shall state the qualifications of active membership; and may name, in

addition to the directors, six trustees and shall divide such trustees

into three classes to hold office for one, two and three years

respectively, or until their successors are elected by the board of

directors.

(b) Type of corporation.

A christian association is a charitable corporation under this

chapter.

(c) Directors and trustees.

(1) The trustees of a corporation organized for the purposes of a

young men's christian association or a young women's christian

association, with the president of the corporation shall be a board of

trustees thereof, and hold and control the real property of the

corporation and all gifts and bequests of money to be held in trust.

They or the directors if there is no board of trustees shall pay the

income of such property to the treasurer of the corporation so long as

the income shall be expended by the directors thereof for the purposes

for which the corporation was formed. Such association may, by amendment

to its certificate of incorporation, in the manner provided by law,

eliminate its board of trustees, in which case the real property, gifts,

bequests and other grants held in trust by such trustee shall be

transferred to its board of directors which shall hold and control the

real property of the corporation and all gifts and bequests of money to

be held in trust.

(2) The real property of such corporation shall not be liable for any

debt or obligation contracted without the approval of the board of

trustees.

(3) In all proceedings for the purchase, sale, mortgage and lease of

real property, the board of trustees of such a corporation shall perform

the functions of the board of directors.

(4) The board of directors shall have the management and control of

the property and affairs of the corporation, except as such management

and control is vested by law in the board of trustees.

(5) A young men's christian association incorporated prior to eighteen

hundred and eighty-seven may create a board of trustees possessing the

qualifications and divided into classes, and such board shall have the

powers set forth in this paragraph.

(6) A young men's christian association incorporated prior to nineteen

hundred and eight may divide its trustees into classes.

(d) Dissolution. Whenever any young men's christian association

subject to this section shall cease to carry out the objects set forth

in its certificate of incorporation, according to the general rules and

regulations of the national board of young men's christian associations,

or shall abandon or discontinue for one year the use of any of its

property for such objects, then upon the verified petition of a majority

of the directors of such association upon fourteen days' notice to the

national board by service thereof upon its chairman and secretary or in

the event of the failure of such directors to act, upon the verified

petition of the national board of young men's christian associations,

upon fourteen days' notice to such association by service thereof upon

its president or any director thereof, and upon one of the trustees

thereof, and upon notice to the attorney general, the supreme court,

upon satisfactory proof by affidavit or otherwise of such failure or

abandonment, must make a final order dissolving such corporation. Upon

the entry of such order, the corporation shall be dissolved, and

thereupon the national board of young men's christian associations may

take possession of the property of the corporation and manage the same,

or if authorized by the concurring vote of two-thirds of the members of

the national board may sell or lease the same and apply the proceeds

thereof after the payment of the debts, if any, of the corporation

solely to such purposes as those for which the corporation was

organized.

(e) Incorporation of county committees.

(1) Five or more men resident in any county of this state, appointed

by the national board of Young Men's Christian Associations, to act as

the county committee of Young Men's Christian Associations for such

county, may form a corporation under the provisions of this chapter

under the name of "The County Committee of the Young Men's Christian

Association of ..................... County," (the blank space being

filled by the name of the county in which the incorporators reside.)

(2) The management and control of the property and affairs of such

corporation shall be vested in its members and their successors in

office, except that the powers and duties of the trustees thereof shall

be those specified in paragraph (a); and the successors of such members

shall be elected annually at a meeting of the Young Men's Christian

Associations of the county for which such committee has been appointed,

at which meeting each association may be represented by one delegate for

each ten active members of such association. A plurality vote of the

delegates present, and voting at such meeting, shall be sufficient to

elect. If any vacancy in the membership of such corporation shall occur

during the interim between the regular elections, it may be filled by

the remaining members.

(3) The officers of the corporation shall consist of a chairman,

treasurer and secretary, and such other officers as the members may

decide; and shall be elected annually by such members from their own

number.