§ 102 — Definitions

New York § 102

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 1: Short Title; Definitions; Application; Certificates; Miscellaneous

Text

§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Bonds" includes secured and unsecured bonds, debentures, and\nnotes.\n (2) "By-laws" means the code or codes of rules adopted for the\nregulation or management of the affairs of the corporation irrespective\nof the name or names by which such rules are designated.\n (3) "Certificate of incorporation" includes (A) the original\ncertificate of incorporation or any other instrument filed or issued\nunder any statute to form a domestic or foreign corporation, as amended,\nsupplemented or restated by certificates of amendment, merger or\nconsolidation or other certificates or instruments filed or issued under\nany statute; or (B) a special act or charter creating a domestic or\nforeign corporation, as amended, supplemented or restated.\n (3-a) "Charitable corporation" means any corporation formed, or for\nthe purposes of this chapter, deemed to be formed, for charitable\npurposes.\n (3-b) "Charitable purposes" of a corporation means one or more of the\nfollowing purposes: charitable, educational, religious, scientific,\nliterary, cultural or for the prevention of cruelty to children or\nanimals.\n (4) "Conducting of activities" of a corporation means the operations\nfor the conduct of which such corporation is formed and may constitute\n"doing of business" or "transaction of business" as those terms are used\nin the statutes of this state.\n (5) "Corporation" or "domestic corporation" means a corporation (1)\nformed under this chapter, or existing on its effective date and\ntheretofore formed under any other general statute or by any special act\nof this state, exclusively for a purpose or purposes, not for pecuniary\nprofit or financial gain, for which a corporation may be formed under\nthis chapter, and (2) no part of the assets, income or profit of which\nis distributable to, or enures to the benefit of, its members, directors\nor officers except to the extent permitted under this statute.\n (6) "Director" means any member of the governing board of a\ncorporation, whether designated as director, trustee, manager, governor,\nor by any other title. The term "board" means "board of directors" or\nany other body constituting a "governing board" as defined in this\nsection.\n (6-a) "Entire board" means the total number of directors entitled to\nvote which the corporation would have if there were no vacancies. If the\nby-laws of the corporation provide that the board shall consist of a\nfixed number of directors, then the "entire board" shall consist of that\nnumber of directors. If the by-laws of any corporation provide that the\nboard may consist of a range between a minimum and maximum number of\ndirectors, and the number within that range has not been fixed in\naccordance with paragraph (a) of section seven hundred two of this\nchapter, then the "entire board" shall consist of the number of\ndirectors within such range that were elected or appointed as of the\nmost recently held election of directors, as well as any directors whose\nterms have not yet expired.\n (7) "Foreign corporation" means a corporation formed under laws other\nthan the statutes of this state, which, if formed under the statutes of\nthis state, would be within the term "corporation or domestic\ncorporation" as herein defined. "Authorized", when used with respect to\na foreign corporation, means having authority under Article 13 (Foreign\nCorporations) to conduct activities of the corporation in this state.\n (7-a) "Infant" or "minor" means any person who has not attained the\nage of eighteen years.\n (8) "Insolvent" means being unable to pay debts as they become due in\nthe usual course of the debtor's business.\n (9) "Member" means one having membership rights in a corporation in\naccordance with the provisions of its certificate of incorporation or\nby-laws.\n (9-a) "Non-charitable corporation" means any corporation formed under\nthis chapter, other than a charitable corporation, including but not\nlimited to one formed for any one or more of the following non-pecuniary\npurposes: civic, patriotic, political, social, fraternal, athletic,\nagricultural, horticultural, or animal husbandry, or for the purpose of\noperating a professional, commercial, industrial, trade or service\nassociation.\n (10) "Not-for-profit corporation" means a corporation as defined in\nsubparagraph (5).\n (11) "Office of a corporation" means the office the location of which\nis stated in the certificate of incorporation of a domestic corporation,\nor in the application for authority of a foreign corporation or an\namendment thereof. Such office need not be a place where activities are\nconducted by such corporation.\n (12) "Process" means judicial process and all orders, demands, notices\nor other papers required or permitted by law to be personally served on\na domestic or foreign corporation, for the purpose of acquiring\njurisdiction of such corporation in any action or proceeding, civil or\ncriminal, whether judicial, administrative, arbitrative or otherwise, in\nthis state or in the federal courts sitting in or for this state.\n (15) "Governing board" means the body responsible for the management\nof a corporation or of an institutional fund.\n (16) "Historic dollar value" means the aggregate fair value in dollars\nof (i) an endowment fund at the time it became an endowment fund, (ii)\neach subsequent donation to the fund at the time it is made, and (iii)\neach accumulation made pursuant to a direction in the applicable gift\ninstrument at the time the accumulation is added to the fund. The\ndetermination of historic dollar value made in good faith by the\ncorporation is conclusive.\n (18) "Authorized person" means a person, whether or not a member,\nofficer, or director, who is authorized to act on behalf of a\ncorporation or foreign corporation.\n (19) An "affiliate" of a corporation means any entity controlled by,\nor in control of, such corporation.\n (20) "Independent auditor" means any certified public accountant\nperforming the audit of the financial statements of a corporation\nrequired by subdivision one of section one hundred seventy-two-b of the\nexecutive law.\n (21) "Independent director" means a director who: (i) is not, and has\nnot been within the last three years, an employee or a key person of the\ncorporation or an affiliate of the corporation, and does not have a\nrelative who is, or has been within the last three years, a key person\nof the corporation or an affiliate of the corporation; (ii) has not\nreceived, and does not have a relative who has received, in any of the\nlast three fiscal years, more than ten thousand dollars in direct\ncompensation from the corporation or an affiliate of the corporation;\n(iii) is not a current employee of or does not have a substantial\nfinancial interest in, and does not have a relative who is a current\nofficer of or has a substantial financial interest in, any entity that\nhas provided payments, property or services to, or received payments,\nproperty or services from, the corporation or an affiliate of the\ncorporation if the amount paid by the corporation to the entity or\nreceived by the corporation from the entity for such property or\nservices, in any of the last three fiscal years, exceeded the lesser of\nten thousand dollars or two percent of such entity's consolidated gross\nrevenues if the entity's consolidated gross revenue was less than five\nhundred thousand dollars; twenty-five thousand dollars if the entity's\nconsolidated gross revenue was five hundred thousand dollars or more but\nless than ten million dollars; one hundred thousand dollars if the\nentity's consolidated gross revenue was ten million dollars or more; or\n(iv) is not and does not have a relative who is a current owner, whether\nwholly or partially, director, officer or employee of the corporation's\noutside auditor or who has worked on the corporation's audit at any time\nduring the past three years. For purposes of this subparagraph, the\nterms: "compensation" does not include reimbursement for expenses\nreasonably incurred as a director or reasonable compensation for service\nas a director as permitted by paragraph (a) of section 202 (General and\nspecial powers) of this chapter; and "payment" does not include\ncharitable contributions, dues or fees paid to the corporation for\nservices which the corporation performs as part of its nonprofit\npurposes, or payments made by the corporation at fixed or non-negotiable\nrates or amounts for services received, provided that such services by\nand to the corporation are available to individual members of the public\non the same terms, and such services received by the corporation are not\navailable from another source.\n (22) "Relative" of an individual means (i) his or her spouse or\ndomestic partner as defined in section twenty-nine hundred ninety-four-a\nof the public health law; (ii) his or her ancestors, brothers and\nsisters (whether whole or half blood), children (whether natural or\nadopted), grandchildren, great-grandchildren; or (iii) the spouse or\ndomestic partner of his or her brothers, sisters, children,\ngrandchildren, and great-grandchildren.\n (23) "Related party" means (i) any director, officer or key person of\nthe corporation or any affiliate of the corporation; (ii) any relative\nof any individual described in clause (i) of this subparagraph; or (iii)\nany entity in which any individual described in clauses (i) and (ii) of\nthis subparagraph has a thirty-five percent or greater ownership or\nbeneficial interest or, in the case of a partnership or professional\ncorporation, a direct or indirect ownership interest in excess of five\npercent.\n (24) "Related party transaction" means any transaction, agreement or\nany other arrangement in which a related party has a financial interest\nand in which the corporation or any affiliate of the corporation is a\nparticipant, except that a transaction shall not be a related party\ntransaction if: (i) the transaction or the related party's financial\ninterest in the transaction is de minimis, (ii) the transaction would\nnot customarily be reviewed by the board or boards of similar\norganizations in the ordinary course of business and is available to\nothers on the same or similar terms, or (iii) the transaction\nconstitutes a benefit provided to a related party solely as a member of\na class of the beneficiaries that the corporation intends to benefit as\npart of the accomplishment of its mission which benefit is available to\nall similarly situated members of the same class on the same terms.\n (25) "Key person" means any person, other than a director or officer,\nwhether or not an employee of the corporation, who (i) has\nresponsibilities, or exercises powers or influence over the corporation\nas a whole similar to the responsibilities, powers, or influence of\ndirectors and officers; (ii) manages the corporation, or a segment of\nthe corporation that represents a substantial portion of the activities,\nassets, income or expenses of the corporation; or (iii) alone or with\nothers controls or determines a substantial portion of the corporation's\ncapital expenditures or operating budget.\n