§ 103 — Application

New York § 103

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

Text

§ 103. Application.\n (a) Except as otherwise provided in this section, this chapter applies\nto every domestic corporation as herein defined, and to every foreign\ncorporation as herein defined which is authorized to conduct or which\nconducts any activities in this state. This chapter also applies to any\nother domestic corporation or foreign corporation of any kind to the\nextent, if any, provided under this chapter or any law governing such\ncorporation and, if no such provision for application is made, to the\nextent, if any, that the membership corporations law applied to such\ncorporation as of the effective date of this chapter. A corporation\nformed by a special act of this state which has as its principal purpose\nan education purpose and which is a member of the university of the\nstate of New York, is an "education corporation" under section two\nhundred sixteen-a of the education law.\n To the extent that the membership corporations law or the general\ncorporation law applied to it as of the effective date of this chapter,\nthe corresponding provisions of this chapter apply to a corporation\nheretofore formed by or pursuant to a special act of this state other\nthan a religious corporation or an "education corporation" under clause\n(b) of subdivision one of section two hundred sixteen-a of the education\nlaw, if (1) its principal purpose is a religious, charitable or\neducation purpose, and (2) it is operated, supervised or controlled by\nor in connection with a religious organization. Any such corporation may\nat any time after the effective date of this chapter file a restated\ncertificate of incorporation under section 805 (restated certificate of\nincorporation) including a statement that it elects to have this chapter\napply in all respects to it. The restated certificate of incorporation\nshall conform with the requirements of section 402 (certificate of\nincorporation; contents) for new corporations. Upon the filing of such\ncertificate by the department of state, this chapter shall apply in all\nrespects to such corporation.\n This chapter also applies to any other corporation of any kind, formed\nnot-for-profit under any other chapter of the laws of this state except\na chapter of the consolidated laws, to the extent that provisions of\nthis chapter do not conflict with the provisions of such unconsolidated\nlaw. If an applicable provision of such unconsolidated law relates to a\nmatter embraced in this chapter but is not in conflict therewith, both\nprovisions shall apply. Any corporation to which this chapter is made\napplicable by this paragraph shall be treated as a "corporation" or\n"domestic corporation" as such terms are used in this chapter, except\nthat the purposes of any such corporation formed or formable under such\nunconsolidated law shall not thereby be extended. For the purpose of\nthis paragraph, the effective date of this chapter as to corporations to\nwhich this chapter is made applicable by this paragraph shall be\nSeptember one, nineteen hundred seventy-three.\n (b) The general corporation law does not apply to a corporation of any\nkind to which this chapter applies. A reference in any statute of this\nstate which makes a provision of the general corporation law applicable\nto a corporation of any kind to which this chapter is applicable or a\nreference in any statute of this state, other than the membership\ncorporations law, which makes a provision of the membership corporations\nlaw applicable to a corporation of any kind shall be deemed and\nconstrued to refer to and make applicable the corresponding provision,\nif any, of this chapter.\n (c) If any provision in articles one to thirteen inclusive of this\nchapter conflicts with a provision of any subsequent articles or of any\nspecial act under which a corporation to which this chapter applies is\nformed, the provision in such subsequent article or special act\nprevails. A provision of any such subsequent article or special act\nrelating to a matter referred to in articles one to thirteen inclusive\nand not in conflict therewith is supplemental and both shall apply.\nWhenever the board of a corporation, formed under a special act,\nreasonably makes an interpretation as to whether a provision of the\nspecial act or this chapter prevails, or both apply, such interpretation\nshall govern unless and until a court determines otherwise, if such\nboard has acted in good faith for a purpose which it reasonably believes\nto be in the best interests of the corporation, provided however, that\nsuch interpretation shall not bind any governmental body or officer.\n (d) A corporation whose formation under this chapter is authorized by\nanother corporate law is, unless otherwise provided by such corporate\nlaw, subject to all the provisions of this chapter that are applicable\nto a charitable corporation formed under this chapter.\n (e) This chapter applies to commerce with foreign nations and among\nthe several states, and to corporations formed by or under any act of\ncongress, only to the extent permitted under the constitution and laws\nof the United States.\n (f) The enactment of this chapter shall not affect the duration of a\ncorporation which is existing on the effective date of this chapter. Any\nsuch existing corporation, its members, directors and officers shall\nhave the same rights and be subject to the same limitations,\nrestrictions, liabilities and penalties as a corporation formed under\nthis chapter, its members, directors and officers.\n (g) This chapter shall not affect any cause of action, liability,\npenalty or action or special proceeding, which on the effective date of\nthis chapter, is accrued, existing, incurred or pending but the same may\nbe asserted, enforced, prosecuted or defended as if this chapter had not\nbeen enacted.\n