N.Y. Not-for-Profit Corporation Law 1404 – Christian associations
§ 1404. Christian associations.
Terms Used In N.Y. Not-for-Profit Corporation Law 1404
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Trustee: A person or institution holding and administering property in trust.
(a) Certificate of incorporation; additional contents.
In addition to the requirements of section 402, the certificate of incorporation of a Young Men's or a Young Women's Christian Association shall state the qualifications of active membership; and may name, in addition to the directors, six trustees and shall divide such trustees into three classes to hold office for one, two and three years respectively, or until their successors are elected by the board of directors.
(b) Type of corporation.
A christian association is a charitable corporation under this chapter.
(c) Directors and trustees.
(1) The trustees of a corporation organized for the purposes of a young men's christian association or a young women's christian association, with the president of the corporation shall be a board of trustees thereof, and hold and control the real property of the corporation and all gifts and bequests of money to be held in trust. They or the directors if there is no board of trustees shall pay the income of such property to the treasurer of the corporation so long as the income shall be expended by the directors thereof for the purposes for which the corporation was formed. Such association may, by amendment to its certificate of incorporation, in the manner provided by law, eliminate its board of trustees, in which case the real property, gifts, bequests and other grants held in trust by such trustee shall be transferred to its board of directors which shall hold and control the real property of the corporation and all gifts and bequests of money to be held in trust.
(2) The real property of such corporation shall not be liable for any debt or obligation contracted without the approval of the board of trustees.
(3) In all proceedings for the purchase, sale, mortgage and lease of real property, the board of trustees of such a corporation shall perform the functions of the board of directors.
(4) The board of directors shall have the management and control of the property and affairs of the corporation, except as such management and control is vested by law in the board of trustees.
(5) A young men's christian association incorporated prior to eighteen hundred and eighty-seven may create a board of trustees possessing the qualifications and divided into classes, and such board shall have the powers set forth in this paragraph.
(6) A young men's christian association incorporated prior to nineteen hundred and eight may divide its trustees into classes.
(d) Dissolution. Whenever any young men's christian association subject to this section shall cease to carry out the objects set forth in its certificate of incorporation, according to the general rules and regulations of the national board of young men's christian associations, or shall abandon or discontinue for one year the use of any of its property for such objects, then upon the verified petition of a majority of the directors of such association upon fourteen days' notice to the national board by service thereof upon its chairman and secretary or in the event of the failure of such directors to act, upon the verified petition of the national board of young men's christian associations, upon fourteen days' notice to such association by service thereof upon its president or any director thereof, and upon one of the trustees thereof, and upon notice to the attorney general, the supreme court, upon satisfactory proof by affidavit or otherwise of such failure or abandonment, must make a final order dissolving such corporation. Upon the entry of such order, the corporation shall be dissolved, and thereupon the national board of young men's christian associations may take possession of the property of the corporation and manage the same, or if authorized by the concurring vote of two-thirds of the members of the national board may sell or lease the same and apply the proceeds thereof after the payment of the debts, if any, of the corporation solely to such purposes as those for which the corporation was organized.
(e) Incorporation of county committees.
(1) Five or more men resident in any county of this state, appointed by the national board of Young Men's Christian Associations, to act as the county committee of Young Men's Christian Associations for such county, may form a corporation under the provisions of this chapter under the name of "The County Committee of the Young Men's Christian Association of ………………… County," (the blank space being filled by the name of the county in which the incorporators reside.)
(2) The management and control of the property and affairs of such corporation shall be vested in its members and their successors in office, except that the powers and duties of the trustees thereof shall be those specified in paragraph (a); and the successors of such members shall be elected annually at a meeting of the Young Men's Christian Associations of the county for which such committee has been appointed, at which meeting each association may be represented by one delegate for each ten active members of such association. A plurality vote of the delegates present, and voting at such meeting, shall be sufficient to elect. If any vacancy in the membership of such corporation shall occur during the interim between the regular elections, it may be filled by the remaining members.
(3) The officers of the corporation shall consist of a chairman, treasurer and secretary, and such other officers as the members may decide; and shall be elected annually by such members from their own number.