N.Y. Not-for-Profit Corporation Law § 511-a: Petition for attorney general approval

§ 511-a. Petition for attorney general approval.

(a) In lieu of obtaining court approval under section 511 (Petition

for court approval) of this article to sell, lease, exchange or

otherwise dispose of all or substantially all of its assets, the

corporation may alternatively seek approval of the attorney general by

verified petition, except in the following circumstances: (1) the

corporation is insolvent, or would become insolvent as a result of the

transaction, and must proceed on notice to creditors pursuant to

paragraph (c) of section 511 of this article; or (2) the attorney

general, in his or her discretion, concludes that a court should review

the petition and make a determination thereon.

(b) The verified petition to the attorney general shall set forth (1)

all of the information required to be included in a verified petition to

obtain court approval pursuant to subparagraphs one through nine of

paragraph (a) of section 511 of this article; (2) a statement that the

corporation is not insolvent and will not become insolvent as a result

of the transaction; and (3) a statement as to whether any persons have

raised, or have a reasonable basis to raise, objections to the sale,

lease, exchange or other disposition that is the subject of the

petition, including a statement setting forth the names and addresses of

such persons, the nature of their interest, and a description of their

objections. The attorney general, in his or her discretion, may direct

the corporation to provide notice of such petition to any interested

person, and the corporation shall provide the attorney general with a

certification that such notice has been provided.

(c) If it shall appear, to the satisfaction of the attorney general

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, the attorney general

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 attorney

general may prescribe. The authorization of the attorney general shall

direct the disposition of the consideration to be received thereunder by

the corporation.

(d) At any time, including if the attorney general does not approve

the petition, or if the attorney general concludes that court review is

appropriate, the petitioner may seek court approval on notice to the

attorney general pursuant to section 511 (Petition for court approval)

of this article.