N.Y. Not-for-Profit Corporation Law § 503: Capital certificates

§ 503. Capital certificates.

(a) Each capital certificate shall be signed by the chairman or

vice-chairman of the board or the president or a vice-president and the

secretary or an assistant secretary or the treasurer or an assistant

treasurer of the corporation, and may be sealed with the seal of the

corporation or a facsimile thereof. The signatures of the officers upon

a certificate may be facsimiles if the certificate is countersigned by a

transfer agent or registered by a registrar other than the corporation

itself or its employee. In case any officer who has signed or whose

facsimile signature has been placed upon a certificate shall have ceased

to be such officer before such certificate is issued it may be issued by

the corporation with the same effect as if he were such officer at the

date of issue.

(b) Each capital certificate shall when issued state upon the face

thereof:

(1) The name of the member to whom issued.

(2) The amount of the member's capital contribution evidenced by such

certificate.

(3) If appropriate, that the corporation is a non-charitable

corporation, and that its certificate of incorporation provides that the

capital certificate is transferable to other members with the consent of

the corporation.

(4) The fact that the corporation is a not-for-profit corporation, and

that the capital certificate is non-transferable or is transferable to

other members, with the consent of the corporation, shall be noted

conspicuously on the face or back of each such certificate.