2012 New York Consolidated Laws
CCO - Cooperative Corporations
Article 1 - (1 - 5) SHORT TITLE; POLICY; DEFINITIONS
5 - Applicability of business corporation law to cooperative corporations.

 
    §   5.  Applicability  of  business  corporation  law  to  cooperative
  corporations.  1.  The  business  corporation  law  applies   to   every
  corporation  heretofore or hereafter formed under this chapter, or under
  any other statute or special act of this state, or under laws other than
  the statutes of this state, which  has  as  its  purpose  or  among  its
  purposes  the  cooperative  rendering  of mutual help and service to its
  members and which, if formed under laws other than the statutes of  this
  state,  would,  if it were to be formed currently under the laws of this
  state, be formed under this chapter except a membership  cooperative  as
  defined  in  section  three of this chapter, to which the not-for-profit
  corporation law shall apply.  Any  corporation  to  which  the  business
  corporation law is made applicable by this section shall be treated as a
  "corporation," "domestic corporation," or "foreign corporation," as such
  terms  are used in the business corporation law; provided, however, that
  neither the purposes for which any such corporation may be formed  under
  this  chapter  nor  its classification as a non-profit corporation shall
  thereby  be  extended  or  affected.  Any  corporation  to   which   the
  not-for-profit  corporation law is made applicable by this section shall
  be a type D not-for-profit corporation.
    (a) If any provision of the business corporation  law  conflicts  with
  any  provision  of  this  chapter,  the  provision of this chapter shall
  prevail, and the conflicting provision of the business  corporation  law
  shall  not  apply in such case. If any provision of this chapter relates
  to a matter embraced in the business  corporation  law  but  is  not  in
  conflict therewith, both provisions shall apply.
    (b) The following provisions of the business corporation law shall not
  apply  to cooperative corporations: section two hundred one (a), section
  four hundred three, the final clause of section  five  hundred  one  (a)
  which  reads "and no limitation or definition of dividend or liquidation
  rights shall be effective unless at the time  one  or  more  classes  of
  outstanding  shares,  singly  or  in  the  aggregate,  are  entitled  to
  unlimited dividend and liquidation rights", section five  hundred  five,
  section  five  hundred  eighteen  (c), section six hundred eight (a) and
  (b), section six hundred nine, section six hundred fourteen (a), section
  six hundred  eighteen,  section  six  hundred  twenty-one,  section  six
  hundred  twenty-two,  section six hundred thirty (a) (except as provided
  in section forty-seven of this chapter),  section  seven  hundred  three
  (a), section seven hundred four, and section eight hundred three (a).
    (c) In  applying the business corporation law to non-stock cooperative
  corporations,  unless  the  context  requires   otherwise,   the   terms
  "shareholder"  and "holder of shares" shall mean "member," and the terms
  "shareholders" and "holders of shares" shall mean "members".
    (d) In applying the business corporation law to  corporations  subject
  to  this  chapter,  unless the context requires otherwise, references to
  the holders of a stated  percentage  or  fraction  of  "all  outstanding
  shares,"  "all outstanding shares entitled to vote thereon," "the shares
  entitled to vote," and "the outstanding shares, whether or not  entitled
  to vote," shall mean the stated percentage or fraction of the members or
  delegates  present  and  voting;  provided, however, that this paragraph
  shall not apply to shares of stock not evidencing membership.
    2. For the purpose of this section and elsewhere in this chapter,  the
  effective date of the business corporation law shall be September first,
  nineteen hundred sixty-seven.
    3. Sections  five  hundred  eight  and  five  hundred  fifteen  of the
  not-for-profit corporation law notwithstanding, a membership cooperative
  shall be permitted to distribute any portion or all of its net  retained
  proceeds to its members pro rata on the basis of their patronage.