US Laws, Codes, Statutes & Cases

 
  § 103. Application.
    (a)    Except  as  otherwise  provided  in  this section, this chapter
  applies to every domestic corporation as herein defined,  and  to  every
  foreign  corporation as herein defined which is authorized to conduct or
  which conducts any activities in this state.  This chapter also  applies
  to  any other domestic corporation or foreign corporation of any type or
  kind to the extent, if any, provided  under  this  chapter  or  any  law
  governing  such corporation and, if no such provision for application is
  made, to the extent,  if  any,  that  the  membership  corporations  law
  applied to such corporation as of the effective date of this chapter.  A
  corporation  formed  by  a  special  act  of this state which has as its
  principal purpose an education purpose and which  is  a  member  of  the
  university of the state of New York, is an "education corporation" under
  section two hundred sixteen-a of the education law.
    To  the  extent  that  the  membership corporations law or the general
  corporation law applied to it as of the effective date of this  chapter,
  the  corresponding  provisions  of  this  chapter apply to a corporation
  heretofore formed by or pursuant to a special act of  this  state  other
  than  a religious corporation or an "education corporation" under clause
  (b) of subdivision one of section two hundred sixteen-a of the education
  law, if  (1)  its  principal  purpose  is  a  religious,  charitable  or
  education  purpose,  and (2) it is operated, supervised or controlled by
  or in connection with a religious organization.   Any  such  corporation
  may elect hereunder at any time after the effective date of this chapter
  to  file  a  certificate  of  type  under  section  one hundred thirteen
  (Certificate of type of not-for-profit corporation).  Upon the filing of
  such certificate by the department of state, this chapter shall apply in
  all respects to such corporation.
    This chapter also applies to any other  corporation  of  any  type  or
  kind,  formed not for profit under any other chapter of the laws of this
  state except a chapter of the consolidated  laws,  to  the  extent  that
  provisions  of  this chapter do not conflict with the provisions of such
  unconsolidated law.  If an applicable provision of  such  unconsolidated
  law  relates to a matter embraced in this chapter but is not in conflict
  therewith, both provisions shall apply.  Any corporation to  which  this
  chapter  is  made  applicable  by  this  paragraph shall be treated as a
  "corporation" or "domestic corporation" as such terms are used  in  this
  chapter,  except  that  the  purposes  of any such corporation formed or
  formable under such unconsolidated law shall not  thereby  be  extended.
  For the purpose of this paragraph, the effective date of this chapter as
  to  corporations  to  which  this  chapter  is  made  applicable by this
  paragraph shall be September one, nineteen hundred seventy-three.
    (b)  The general corporation law does not apply to  a  corporation  of
  any  type  or  kind  to which this chapter applies.   A reference in any
  statute of this state which makes a provision of the general corporation
  law applicable to a corporation of  any  type  or  kind  to  which  this
  chapter is applicable or a reference in any statute of this state, other
  than  the  membership  corporations  law, which makes a provision of the
  membership corporations law applicable to a corporation of any  type  or
  kind  shall  be deemed and construed to refer to and make applicable the
  corresponding provision, if any, of this chapter.
    (c)  If any provision in articles one to thirteen  inclusive  of  this
  chapter  conflicts with a provision of any subsequent articles or of any
  special act under which a corporation to which this chapter  applies  is
  formed,  the  provision  in  such  subsequent  article  or  special  act
  prevails.  A provision of any such subsequent  article  or  special  act
  relating  to  a matter referred to in articles one to thirteen inclusive
  and not in conflict therewith is  supplemental  and  both  shall  apply.
  Whenever  the board of a Type B corporation, formed under a special act,
  reasonably makes an interpretation as to  whether  a  provision  of  the
  special act or this chapter prevails, or both apply, such interpretation
  shall  govern  unless  and  until  a court determines otherwise, if such
  board has acted in good faith for a purpose which it reasonably believes
  to be in the best interests of the corporation, provided  however,  that
  such interpretation shall not bind any governmental body or officer.
    (d)    This chapter applies to commerce with foreign nations and among
  the several states, and to corporations formed by or under  any  act  of
  congress,  only  to the extent permitted under the constitution and laws
  of the United States.
    (e)  The enactment of this chapter shall not affect the duration of  a
  corporation  which  is  existing  on the effective date of this chapter.
  Any such existing corporation, its members, directors and officers shall
  have  the  same  rights  and  be  subject  to  the   same   limitations,
  restrictions,  liabilities  and  penalties as a corporation formed under
  this chapter, its members, directors and officers.
    (f)  This chapter shall not affect any  cause  of  action,  liability,
  penalty  or action or special proceeding, which on the effective date of
  this chapter, is accrued, existing, incurred or pending but the same may
  be asserted, enforced, prosecuted or defended as if this chapter had not
  been enacted.