2013 New York Consolidated Laws
NPC - Not-For-Profit Corporation
Article 1 - (101 - 115) SHORT TITLE; DEFINITIONS; APPLICATION; CERTIFICATES; MISCELLANEOUS
112 - Actions or special proceedings by attorney-general.

 
  § 112. Actions or special proceedings by attorney-general.
    (a)      The  attorney-general  may  maintain  an  action  or  special
  proceeding:
    (1)  To annul the corporate existence or dissolve a  corporation  that
  has  acted  beyond its capacity or power or to restrain it from carrying
  on unauthorized activities;
    (2)  To annul the corporate existence or dissolve any corporation that
  has not been duly formed;
    (3)  To restrain any person or persons from acting as  a  domestic  or
  foreign corporation within this state without being duly incorporated or
  from  exercising  in  this  state  any  corporate  rights, privileges or
  franchises not granted to them by the law of the state;
    (4)  To procure a judgment removing a director of  a  corporation  for
  cause under section 706 (Removal of directors);
    (5)      To   dissolve   a  corporation  under  article  11  (Judicial
  dissolution);
    (6)  To restrain a foreign corporation or to annul  its  authority  to
  carry on activities in this state under section 1303 (Violations).
    (7)    To  enforce  any  right  given under this chapter to members, a
  director or an officer  of  a  Type  B  or  Type  C  corporation.    The
  attorney-general shall have the same status as such members, director or
  officer.
    (8)  To compel the directors and officers, or any of them, of a Type B
  or  Type  C  corporation  which  has  been  dissolved under section 1011
  (Dissolution for failure to file certificate of type  of  Not-for-Profit
  Corporation  Law  under  section  113)  to account for the assets of the
  dissolved corporation.
    (9)  Upon application, ex parte, for an order to the supreme court  at
  a special term held within the judicial district where the office of the
  corporation is located, and if the court so orders, to enforce any right
  given  under this chapter to members, a director or an officer of a Type
  A corporation.  For such purpose, the attorney-general  shall  have  the
  same status as such members, director or officer.
    (b)      In   an   action   or   special  proceeding  brought  by  the
  attorney-general under any of the provisions of this chapter:
    (1)  If an action, it is triable by jury as a matter of right.
    (2)  The court may confer immunity in accordance with  the  provisions
  of section six hundred nineteen-c of the code of criminal procedure.
    (3)    A  temporary  restraining  order  to restrain the commission or
  continuance of the unlawful acts which form the basis of the  action  or
  special  proceeding  may  be  granted upon proof, by affidavit, that the
  defendant or defendants have committed or are about to commit such acts.
  Application for such restraining order may be made ex parte or upon such
  notice as the court may direct.
    (4)   If the  action  or  special  proceeding  is  against  a  foreign
  corporation,  the  attorney-general  may apply to the court at any stage
  thereof for the appointment of a temporary receiver  of  the  assets  in
  this  state  of  such  foreign  corporation,  whenever  it has assets or
  property of any kind whatsoever, tangible  or  intangible,  within  this
  state.
    (5)    When  final  judgment  in  such action or special proceeding is
  rendered against the defendant or defendants, the court may  direct  the
  costs  to be collected by execution against any or all of the defendants
  or by order of attachment or other process against  the  person  of  any
  director or officer of a corporate defendant.
    (6)     In  connection  with  any  such  proposed  action  or  special
  proceeding, the attorney-general may take proof and issue  subpoenas  in
  accordance with the civil practice law and rules.

    (c)    In  any  such  action  or  special proceeding against a foreign
  corporation which has not designated the secretary of state as its agent
  for service of process  under  section  304  (Statutory  designation  of
  secretary  of  state  as  agent  for  service  of  process),  any of the
  following   acts  in  this  state  by  such  foreign  corporation  shall
  constitute the appointment by it of the secretary of state as its  agent
  upon whom process against such foreign corporation may be served.
    (1)    As  used  in  this  paragraph the term "resident" shall include
  individuals, domestic corporations of  any  type  or  kind  and  foreign
  corporations  of  any type or kind authorized to do business or carry on
  activities in the state.
    (2)  Any act done, or representation made as part of a course  of  the
  solicitation  of  orders,  or the issuance, or the delivery of contracts
  for, or the sale  of,  property,  or  the  performance  of  services  to
  residents  which  involves  or  promotes  a  plan  or  scheme to defraud
  residents in violation of the laws or the public policy of the state.
    (3)   Any act done as part of a  course  of  conduct  of  business  or
  activities  in  the  solicitation of orders from residents for property,
  goods or services, to be delivered or rendered within this state to,  or
  on  their  behalf,  where  the  orders or contracts are executed by such
  residents within this state and  where  such  orders  or  contracts  are
  accompanied  or  followed  by  an  earnest  money  deposit or other down
  payment or any installment payment thereon or any other form of payment,
  which payment is either delivered in or transmitted from the state.
    (4)  Any act done as part of the conduct of a course  of  business  or
  activities  with  residents  which  defrauds such residents or otherwise
  involves  or  promotes  an  attempt  by  such  foreign  corporation   to
  circumvent the laws of this state.
    (d)    Paragraphs  (b),  (c),  (d)  and (e) of section 307 (Service of
  process of unauthorized foreign  corporation)  shall  apply  to  process
  served under paragraph (c).