N.Y. Not-for-Profit Corporation Law § 511: Petition for court approval

§ 511. Petition for court approval.

(a) To obtain court approval to sell, lease, exchange or otherwise

dispose of all or substantially all its assets, a corporation shall

present a verified petition to the supreme court of the judicial

district, or the county court of the county, wherein the corporation has

its office or principal place of carrying out the purposes for which it

was formed. The petition shall set forth:

1. The name of the corporation, the law under or by which it was

incorporated.

2. The names of its directors and principal officers, and their places

of residence.

3. The activities of the corporation.

4. A description, with reasonable certainty, of the assets to be sold,

leased, exchanged, or otherwise disposed of, or a statement that it is

proposed to sell, lease, exchange or otherwise dispose of all or

substantially all the corporate assets more fully described in a

schedule attached to the petition; and a statement of the fair value of

such assets, and the amount of the corporation's debts and liabilities

and how secured.

5. The consideration to be received by the corporation and the

disposition proposed to be made thereof, together with a statement that

the dissolution of the corporation is or is not contemplated thereafter.

6. That the consideration and the terms of the sale, lease, exchange

or other disposition of the assets of the corporation are fair and

reasonable to the corporation, and that the purposes of the corporation,

or the interests of its members will be promoted thereby, and a concise

statement of the reasons therefor.

7. That such sale, lease, exchange or disposition of corporate assets,

has been recommended or authorized by vote of the directors in

accordance with law, at a meeting duly called and held, as shown in a

schedule annexed to the petition setting forth a copy of the resolution

granting such authority with a statement of the vote thereon.

8. Where the consent of members of the corporation is required by law,

that such consent has been given, as shown in a schedule annexed to the

petition setting forth a copy of such consent, if in writing, or of a

resolution giving such consent, adopted at a meeting of members duly

called and held, with a statement of the vote thereon.

9. A request for court approval to sell, lease, exchange or otherwise

dispose of all or substantially all the assets of the corporation as set

forth in the petition.

(b) Upon presentation of the petition, the court shall direct that a

minimum of fifteen days notice be given by mail or in person to the

attorney general, and in its discretion may direct that notice of the

application be given, personally or by mail, to any person interested

therein, as member, officer or creditor of the corporation. The court

shall have authority to shorten the time for service on the attorney

general upon a showing of good cause. The notice shall specify the time

and place, fixed by the court, for a hearing upon the application. Any

person interested, whether or not formally notified, may appear at the

hearing and show cause why the application should not be granted.

(c) If the corporation be insolvent, or if its assets be insufficient

to liquidate its debts and liabilities in full, the application shall

not be granted unless all the creditors of the corporation shall have

been served, personally or by mail, with a notice of the time and place

of the hearing.

(d) If it shall appear, to the satisfaction of the court, that the

consideration and the terms of the transaction are fair and reasonable

to the corporation and that the purposes of the corporation or the

interests of the members will be promoted, it may authorize the sale,

lease, exchange or other disposition of all or substantially all the

assets of the corporation, as described in the petition, for such

consideration and upon such terms as the court may prescribe. The order

of the court shall direct the disposition of the consideration to be

received thereunder by the corporation.