N.Y. Not-for-Profit Corporation Law § 1410: Boards of trade and chambers of commerce

§ 1410. Boards of trade and chambers of commerce.

(a) Definitions.

(1) A board of trade is a corporation formed for the purpose of

fostering trade and commerce, or the interests of those having a common

trade, business, financial or professional interest, to reform abuses

relative thereto, to secure freedom from unjust or unlawful exactions,

to diffuse accurate and reliable information as to the standing of

merchants and other matters, to procure uniformity and certainty in the

customs and usages of trade and commerce, and of those having a common

trade, business, financial or professional interest; to settle and

adjust differences between its members and others and to promote a more

enlarged and friendly intercourse among business people; to advance the

civic, commercial, industrial and agricultural interests of the

territory where the corporation is situate; to promote the general

welfare and prosperity of such territory and to stimulate public

sentiment to these ends; and to provide such civic, commercial,

industrial, agricultural and social features as will promote these

purposes.

(2) A chamber of commerce is a corporation, the members of which are

in diverse lines of business, membership in which is not restricted to,

nor in practice consists primarily of, persons, partnerships or

corporations engaged in or carrying on the same, allied or

interdependent lines of business, and which is formed for the purpose of

fostering trade and commerce, or the interests of those carrying on such

trade and commerce; to promote the general welfare and prosperity of the

state, territory or community in which such corporation is situate; to

reform abuses involving business, professional or financial interests,

to secure freedom from unjust or unlawful exactions, to diffuse accurate

and reliable information as to the standing of merchants and other

matters, to procure uniformity and certainty in the customs and usages

of trade and commerce; to settle and adjust differences between its

members and others, and to promote a more enlarged and friendly

intercourse among businessmen; to advance the civic, commercial,

industrial and agricultural interests of the territory where the

corporation is situate; to provide such features as will promote these

purposes, and to stimulate public sentiment to these ends. A corporation

formed before the first day of January, eighteen hundred seventy-five,

the purposes and activities of which are those of a chamber of commerce

as herein defined, shall be a chamber of commerce regardless of its

name, and shall not be required to change its existing name by reason of

this subparagraph.

(b) Type of corporation.

A board of trade or a chamber of commerce is a non-charitable

corporation under this chapter.

(c) Special powers.

(1) A board of trade or a chamber of commerce organized for the

purposes set forth in paragraph (a), shall have the power to be

appointed and to act under the order or appointment of any court of

competent jurisdiction as receiver or trustee of the property or estate

of any person or corporation in insolvency and bankruptcy proceedings,

and to act as assignee or trustee for the benefit of creditors in any

case in which a member or members of such board of trade or a chamber of

commerce are creditors of such insolvent or bankrupt estate; or of such

assignor for the benefit of creditors; or in any other instance where

the purposes of the corporation might reasonably be involved.

(2) A board of trade or chamber of commerce organized for the purposes

set forth in paragraph (a) may make loans to its members, directors or

officers, or to any other corporation, firm, association or other entity

in which one or more of its members, directors or officers are directors

or officers or hold a financial interest, in any case where its board of

directors finds that the making of such loan will be in furtherance of

its corporate purposes and for a lawful public or quasi-public

objective.

(3) A board of trade organized for the purposes set forth in paragraph

(a) of this section may make distributions of cash or property to, or

confer other benefits upon, its members, or former members, prior to

dissolution or final liquidation in any case where the board of

directors of such corporation finds that such cash, property or other

benefit is not required for the conduct of its corporate purposes;

provided, however, that no such action shall be taken when the

corporation is currently insolvent or would thereby be made insolvent or

rendered unable to carry on its corporate purposes, or when the fair

value of the corporation's assets remaining after the taking of such

action would be insufficient to meet its liabilities.

(4) A board of trade organized for the purposes set forth in paragraph

(a) of this section may provide in its certificate of incorporation or

by-laws that the members or any class of members shall, with respect to

any matter on which the members of such class are entitled to vote, have

more than, or less than, one vote.