NY-GAS General Associations Law NY

Short title. This chapter shall be known as the "General

Associations Law."

Definitions. As used in this chapter: 1. The term "joint stock

association" includes every unincorporated joint stock association,

company or enterprise having written articles of association and capital

stock divided into shares, but does not include a corporation or a

business trust.

2. The term "business trust" means any association operating a

business under a written instrument or declaration of trust, the

beneficial interest under which is divided into shares represented by

certificates.

3. The term "stockholder" means every member of a joint stock

association.

4. The term "association," as used in article four of this chapter,

means a joint stock association or a business trust as defined in this

section.

Contents of articles of association. The articles of association

of a joint-stock association may:

1. Provide that the death of a stockholder thereof, or the transfer

of his shares of stock therein, shall not work a dissolution of the

association;

2. Prescribe the number of its directors, not less than three, to

have the sole management of its affairs;

3. Contain any other provision for the management of its affairs not

inconsistent with law.

Certificate to be filed within sixty days and annually

thereafter; penalty; evidence. Every joint-stock association

transacting business within this state shall, within sixty days after

its formation, and in each January thereafter, file with the secretary

of state, and with the clerk of the county in which its principal

business is carried on, a written certificate, signed and verified by

its president and treasurer, stating the name and date of organization

of such association, the number of its stockholders, the names and

places of residence of its officers, and its principal place of

business. Any such certificate, the record thereof, or a certified copy

of such certificate or record shall be presumptive evidence of the truth

of all facts therein stated against such association, its officers and

stockholders. The officers of a joint-stock association who fail to

comply with the provisions of this section shall be jointly and

severally liable to pay to the people of this state a penalty of fifty

dollars for each day such failure continues.

Dissolution. A joint-stock association shall not be dissolved

except in pursuance of its articles of association, or by consent of all

its stockholders, or by judgment of a court for fraud in its management,

or for good cause shown.

Power to take and convey real property. A joint-stock

association, in the name of its president, as such president, may

purchase, take, hold and convey such real property only,

1. As may be necessary for its immediate accommodation in the

convenient transaction of its business.

2. As may be mortgaged to it in good faith by way of security for

loans made by or moneys due to it.

3. As it may purchase at sales under judgments, decrees or mortgages

held by it.

Changing articles of association. Any change in the articles of

association of a joint-stock association not inconsistent with law may

be made with the consent of all its stockholders, or otherwise, as the

articles of association may provide. Unless the articles of association

of a joint-stock association contain provisions to the contrary, its

directors may be increased or reduced to not less than three; its

capital stock may be increased or reduced; or the term of its existence

may be extended, with the consent of its stockholders owning at least

two-thirds of its stock issued and outstanding, on the following terms

and conditions: The consent of the requisite number of stockholders

must be given by vote, or by writing presented and filed, at a regular

or regularly called special meeting. Notice of the time and place of

such meeting, with notice of the proposed change, must be personally

served on each stockholder of the association at least thirty days

before the meeting, or by mailing it to such stockholder at his

last-known post-office address at least sixty days before the meeting.

The amount of its capital stock shall not be reduced below the amount of

its paid-up capital stock, nor shall it be reduced if the liabilities of

the association exceed its assets.

Incorporation of joint-stock association. 1. Any joint-stock

association transacting business within this state under this chapter

and created by or under the laws of this state on or before January

first, nineteen hundred sixty-four may be incorporated under the

business corporation law for a purpose or purposes for which a

corporation may be formed under such law, in accordance with the

following provisions of this section.

2. (a) The certificate of incorporation of a joint-stock association

to be incorporated pursuant to this section shall be entitled

"Certificate of incorporation of .................... (name of

corporation) under section four hundred two of the business corporation

law and section seven-a of the general associations law," shall be

signed by the president of the joint-stock association as the

incorporator, with his name and address stated beneath or opposite his

signature, acknowledged by him and delivered to the department of state,

and shall set forth the matters required or permitted to be set forth in

a certificate of incorporation under section four hundred two of the

business corporation law and shall also set forth:

(1) The name and date of organization of the joint-stock association

to be incorporated.

(2) The number of outstanding shares of each class and series of the

joint-stock association, specifying the classes and series entitled to

vote and further specifying each class and series, if any, entitled to

vote as a class, and a statement of the basis upon which and the manner

in which such shares shall be converted into, or exchangeable for, the

shares or other securities of the corporation, or the cash or other

consideration which is to be paid or delivered in exchange for shares of

the joint-stock association, or a combination thereof.

(3) A statement that the signer of the certificate of incorporation is

the president of the joint-stock association and that he has been

authorized by the stockholders of the joint-stock association, in

accordance with the provisions of subdivision three of this section, to

sign, acknowledge and deliver the certificate to the department of state

for the purpose of incorporating the joint-stock association.

(b) (1) Notwithstanding the provisions of section three hundred one of

the business corporation law, the corporation may have the same name as

the joint-stock association to be incorporated, and shall not be

required to add to, modify or otherwise change such name, if the

joint-stock association has transacted business in this state under such

name continuously since January first, nineteen hundred twelve.

(2) Subject to the requirements of the business corporation law, the

certificate of incorporation approved in accordance with the provisions

of subdivision three of this section may make any change in the purpose

or purposes of the joint-stock association, in the shares which it shall

have authority to issue and in its duration and may contain any

provision, not inconsistent with law, which is permitted to be set forth

in a certificate of incorporation under section four hundred two of the

business corporation law.

3. The incorporation of a joint-stock association as provided in this

section shall be authorized in the following manner:

(a) The board of directors of the joint-stock association shall call a

meeting of its stockholders for the following purposes:

(1) To authorize the incorporation of the joint-stock association

pursuant to this section, to approve the certificate of incorporation

proposed to be made and delivered for such purpose and to authorize the

president of the joint-stock association to sign, acknowledge and

deliver to the department of state such certificate of incorporation for

filing pursuant to this section; and

(2) To adopt by-laws of the corporation to take effect upon the filing

of the certificate of incorporation by the department of state, which

by-laws may contain any provisions permitted to be contained in the

by-laws of a corporation formed under the business corporation law.

(b) Notice of such meeting of stockholders shall be given to each

stockholder of record of the joint-stock association, whether or not

entitled to vote, in the manner provided in its articles of association

for special meetings of stockholders or, in the absence of any such

provision, in conformity with the provisions of section six hundred five

of the business corporation law as to special meetings of shareholders

of a corporation subject to such law. A copy of the proposed certificate

of incorporation, except for any information not available at the time

of the notice, and a copy of the proposed by-laws of the corporation

shall accompany such notice. Except as otherwise required by this

section or as otherwise provided in the articles of association or

by-laws of the joint-stock association, the provisions of sections six

hundred four to six hundred twelve, inclusive, of the business

corporation law shall govern the conduct of such meeting.

(c) At such meeting of stockholders the matters specified in paragraph

(a) of subdivision three of this section shall be authorized, adopted

and approved by vote of the holders of that proportion of the

outstanding shares of the joint-stock association entitled to vote which

is required by its articles of association to amend such articles, the

holders of shares of a class or series voting as a class if the articles

so provide, or, in the absence of any provision in the articles as to

the amendment thereof, by vote of the holders of two-thirds of all the

outstanding shares of the joint-stock association entitled to vote in

the election of any of its directors.

4. Minutes of the proceedings of such meeting shall be kept, and a

copy of the certificate of incorporation authorized at such meeting and

a copy of the by-laws adopted at such meeting shall be filed with the

minutes. After the certificate of incorporation shall have been filed,

such minutes shall be deemed minutes of proceedings of the shareholders

of the corporation for all purposes of section six hundred twenty-four

of the business corporation law.

5. The provisions of subparagraphs one, two, three, four and six of

paragraph (b) of section eight hundred six of the business corporation

law shall apply to any changes in the shares of the joint-stock

association or in the rights, preferences or limitations of any such

shares made by the certificate of incorporation authorized by this

section as if such certificate were a certificate of amendment.

6. Upon the filing by the department of state of the certificate of

incorporation authorized by this section:

(a) The joint-stock association shall no longer be governed by this

chapter but shall become and be a corporation within the meaning of the

business corporation law possessing, consistently with its certificate

of incorporation, the business corporation law, and any other applicable

statute of this state, all the rights, privileges, immunities, powers

and purposes of the joint-stock association and having, without being

deemed a new or different legal person or entity, all the rights and

powers, subject to all the limitations thereon and qualifications

thereof, which pertain to a corporation formed under the business

corporation law, and the shareholders, directors and officers of the

corporation shall have all the rights and privileges, and be subject to

all the duties and obligations, and limitations thereon, which pertain

to shareholders, directors and officers of a corporation formed under

the business corporation law. The certificate of incorporation of the

corporation may thereafter be amended or changed in any respect as

permitted, and in the manner authorized, by said law.

(b) No further action by the incorporator shall be required for the

organization of the corporation. The by-laws adopted in accordance with

subdivision three of this section shall be the by-laws of the

corporation and, for all purposes of the business corporation law, shall

be deemed by-laws adopted by the shareholders of the corporation. The

directors of the joint-stock association in office at the time of

incorporation shall continue to hold office as directors of the

corporation for their respective terms in accordance with the by-laws

and the provisions of article seven of the business corporation law.

(c) Subject to the provisions of subdivision five of this section, the

initial capital, capital surplus and earned surplus of the corporation

shall be the capital, capital surplus and earned surplus, respectively,

of the joint-stock association as existing at the time of incorporation,

provided that prior to the declaration by the board of directors of the

first dividend after incorporation, the board may determine the amount

of the corporation's earned surplus as provided in subparagraph one (A)

of paragraph (a) of section five hundred seventeen of the business

corporation law in respect of corporations formed before the effective

date of said law, and such determination if made in good faith shall be

conclusive.

(d) All property, real and personal, of the joint-stock association,

including real property held in the name of the president, as such

president, subscriptions to shares, causes of action, licenses, permits

and every other asset of the joint-stock association shall vest in the

corporation without further act or deed.

(e) No liability or obligation due or to become due, claim or demand

for any cause existing against the joint-stock association, or any

stockholder, officer or director thereof shall be released or impaired

by such incorporation. The corporation shall assume and be liable for

all the liabilities, obligations and penalties of the joint-stock

association without further act or instrument, and an action or

proceeding may be maintained thereon against the corporation in lieu of

an action or proceeding against an officer of the joint-stock

association under article three of this chapter.

(f) No action or proceeding, whether civil or criminal, then pending

by or against the joint-stock association, or any stockholder, officer

or director thereof, shall abate or be discontinued by such

incorporation, but may be enforced, prosecuted, settled or compromised

as if such incorporation had not occurred, or the corporation may be

substituted in any such action or proceeding brought pursuant to article

three of this chapter by or against an officer of the joint-stock

association, in place of such officer.

(g) The personal liability, if any, of any stockholder of the

joint-stock association, as such stockholder, existing at the time of

incorporation shall not thereby be extinguished but shall remain

personal to such stockholder and shall not become the liability of any

other shareholder of the corporation or of any subsequent transferee of

any share of the corporation, and an action or proceeding may be

maintained thereon against such stockholder in accordance with the

provisions of article three of this chapter, provided that such an

action or proceeding could have been maintained under said article three

if the incorporation of the joint-stock association had not occurred,

treating the corporation as an officer of the joint-stock association

for such purpose.

7. After the filing of the certificate of incorporation by the

department of state pursuant to this section, the corporation shall

cause a copy of the certificate of incorporation, certified by the

department of state, to be filed in the office of the official who is

the recording officer of each county in this state in which real

property of the joint-stock association is located.

8. The provisions of section ninety-six of the executive law

prescribing the fee to be collected by the department of state for

filing a certificate of incorporation under the business corporation law

shall apply to the certificate of incorporation to be filed pursuant to

this section.

Proceeding to mortgage, lease or sell real estate. Whenever any

unincorporated association is required by law to make application to the

court for leave to mortgage, lease or sell its real estate, the

proceeding therefor shall be had as prescribed for corporations in

article five of the general corporation law.

Receiver of joint-stock association. Section ten of this

chapter and sections one hundred fifty and one hundred thirty-six of the

general corporation law apply to an action or a special proceeding,

against a joint-stock association created by or under the laws of the

state, or a trustee, director, or other officer thereof; or against a

joint-stock association created by or under the laws of another state,

government, or country, or a trustee, director, or other officer

thereof, where the association does business within the state, or has,

within the state, a business agency or a fiscal agency, or an agency for

the transfer of its stock.

Injunction against joint-stock association. An injunction

order, suspending the general and ordinary business of a joint-stock

association, consisting of seven or more persons, or suspending from

office, or restraining from the performance of his duties, a trustee,

director, or other officer thereof, can be granted only by the court,

upon notice of the application therefor, to the proper officer of the

association, or to the trustee, director, or other officer enjoined. If

such an injunction order is made, otherwise than as prescribed in this

section, it is void.

Misnomer of party not available. Where an action, authorized

by a law of the state, is brought against one or more persons, as

stockholders of a joint-stock association, an objection to any of the

proceedings cannot be taken, by a person properly made a defendant in

the action, on the ground that the plaintiff has joined with him, as a

defendant in the action, a person, whose name appears on the stock-books

of the association, as a stockholder thereof, by the name so appearing;

but who is misnamed, or dead, or is not liable for any cause. In such a

case, the court may, at any time before final judgment, upon motion of

either party, amend the pleadings and other papers, without prejudice to

the previous proceedings, by substituting the true name of the person

intended, or by striking out the name of the person who is dead, or not

liable, and, in a proper case, inserting the name of his representative

or successor.

Action or proceeding by unincorporated association. An action

or special proceeding may be maintained, by the president or treasurer

of an unincorporated association to recover any property, or upon any

cause of action, for or upon which all the associates may maintain such

an action or special proceeding, by reason of their interest or

ownership therein, either jointly or in common. An action may likewise

be maintained by such president or treasurer to recover from one or more

members of such association his or their proportionate share of any

moneys lawfully expended by such association for the benefit of such

associates, or to enforce any lawful claim of such association against

such member or members.

Action or proceeding against unincorporated association. An

action or special proceeding may be maintained, against the president or

treasurer of such an association, to recover any property, or upon any

cause of action, for or upon which the plaintiff may maintain such an

action or special proceeding, against all the associates, by reason of

their interest or ownership, or claim of ownership therein, either

jointly or in common, or their liability therefor, either jointly or

severally. Any partnership, or other company of persons, which has a

president or treasurer, is deemed an association within the meaning of

this section.

The service of summons, subpoena or other legal process of any court

upon the president, vice president, treasurer, assistant treasurer,

secretary, assistant secretary, or business agent, in his capacity as

such, shall constitute service upon a labor organization. Such service

shall be made on such individuals in the manner provided by law for the

service of a summons on a natural person.

When action not to abate. The death or legal incapacity of a

member of the association does not affect an action or special

proceeding, brought as prescribed in the last two sections. If the

officer, by or against whom it is brought, dies, is removed, resigns, or

becomes otherwise incapacitated, during the pendency thereof, the court

must make an order, directing it to be continued by or against his

successor in office, or any other officer, by or against whom it might

have been originally commenced.

Effect of judgment; execution thereupon. In such an action,

the officer against whom it is brought cannot be arrested; and a

judgment against him does not authorize an execution to be issued

against his property, or his person; nor does the docketing thereof bind

his real property, or chattels real. Where such a judgment is for a sum

of money, an execution issued thereupon must require the sheriff to

satisfy the same, out of any personal or real property belonging to the

association, or owned, jointly or in common, by all the members thereof.

Subsequent action against members. Where an action has been

brought against an officer, or a counterclaim has been made, in an

action brought by an officer, as prescribed in this article, another

action, for the same cause, shall not be brought against the members of

the association, or any of them, until after final judgment in the first

action, and the return, wholly or partly unsatisfied or unexecuted, of

an execution issued thereupon. After such a return, the party in whose

favor the execution was issued, may maintain an action, as follows:

1. Where he was the plaintiff, or a defendant recovering upon a

counterclaim, he may maintain an action against the members of the

association, or, in a proper case, against any of them, as if the first

action had not been brought, or the counterclaim had not been made, as

the case requires; and he may recover therein, as part of his damages,

the costs of the first action, or so much thereof, as the sum, collected

by virtue of the execution, was insufficient to satisfy.

2. Where he was a defendant, and the case is not within subdivision

first of this section, he may maintain an action, to recover the sum

remaining uncollected, against the persons who composed the association,

when the action against him was commenced, or the survivors of them.

But this section does not affect the right of the person, in whose

favor the judgment in the first action was rendered, to enforce a bond

or undertaking, given in the course of the proceedings therein. Section

eleven of this chapter applies to an action brought, as prescribed in

this section against the members of any association, which keeps a book

for the entry of changes in the membership of the association, or the

ownership of its property; and to each book so kept.

Article permissive; effect upon statute of limitations. This

article does not prevent an action from being brought by or against all

the members of an association, except as prescribed in the last section.

Where an action is brought against the members of the association, as

prescribed in subdivision first of the last section, the time between

the commencement of the action by or against the officer, and the return

of the first execution issued upon the final judgment rendered therein,

is not a part of the time limited by law, for the commencement of the

second action.

Designation of secretary of state as an agent for service of

process. 1. The term "association," as used in this article, is defined

in section two, subdivision four, of this chapter.

2. Every association doing business within this state shall file in

the department of state a certificate in its associate name, signed and

acknowledged by its president, or a vice-president, or secretary, or

treasurer, or managing director, or trustee, designating the secretary

of state as an agent upon whom process in any action or proceeding

against the association may be served within this state, and setting

forth an address to which the secretary of state shall mail a copy of

any process against the association which may be served upon him or her

pursuant to law. The association may include an email address to which

the secretary of state shall email a notice of the fact that process

against it has been electronically served upon him or her. Annexed to

the certificate of designation shall be a statement, executed in the

same manner as the certificate is required to be executed under this

section, which shall set forth:

(a) the names and places of residence of its officers and trustees

(b) its principal place of business

(c) the place where its office within this state is located and if

such place be in a city, the location thereof by street and number or

other particular description.

3. Any association, from time to time, may change the address to which

the secretary of state is directed to mail copies of process or specify,

change or delete the email address to which the secretary of state shall

email a notice of the fact that process against the association has been

electronically served upon him or her, by filing a statement to that

effect, executed, signed and acknowledged in like manner as a

certificate of designation as herein provided.

4. Any association doing business within this state without having

filed the certificate of designation prescribed by this section shall

not maintain any action or special proceeding in this state unless and

until such association has filed the certificate of designation

prescribed by this section and it has paid to the state all fees,

penalties and franchise taxes for the years or parts thereof during

which it did business in this state without having filed the certificate

of designation prescribed by this section. This prohibition shall apply

to any successor in interest of such association. The failure of an

association to file the certificate of designation prescribed by this

section shall not impair the validity of any contract or act of the

association or the right of any other party to the contract to maintain

any action or special proceeding thereon, and shall not prevent the

association from defending any action or special proceeding in this

state.

Electronic service of process. The secretary of state shall

advise any association subject to the laws of this chapter in prominent

written form as follows: (a) electronic service of process authorized by

the provisions of this chapter is an optional program at no additional

cost to the user; (b) any association subject to the laws of this

chapter will continue to receive service of process by mail unless such

association notifies the secretary of an affirmative choice to receive

service of process by way of the program through electronic means, in

which case digital copies will be made accessible but paper documents

will not be mailed; and (c) such choice may be reversed by the

association at any time and, thereafter, service by mail will resume.

* § 19. Service of process. Service of process against an association

upon the secretary of state shall be made in the manner provided by

subdivision one or two of this section. Either option of service

authorized pursuant to this section shall be available at no extra cost

to the consumer. (1) Personally delivering to and leaving with him or

her or with a person authorized by the secretary of state to receive

such service, duplicate copies of such process at the office of the

department of state in the city of Albany. At the time of such service

the plaintiff shall pay a fee of forty dollars to the secretary of state

which shall be a taxable disbursement. The secretary of state shall

promptly send by certified mail one of such copies to the association at

the address fixed for that purpose, as herein provided. (2)

Electronically submitting a copy of the process to the department of

state together with the statutory fee, which fee shall be a taxable

disbursement, through an electronic system operated by the department of

state, provided the association has an email address on file in the

department of state to which the secretary of state shall email a notice

of the fact that process has been served electronically on the secretary

of state. Service of process on such association shall be complete when

the secretary of state has reviewed and accepted service of such

process. The secretary of state shall promptly send a notice of the fact

that process against such association has been served electronically

upon him or her, to such association at the email address on file in the

department of state, specified for the purpose and shall make a copy of

the process available to such association. If the action or proceeding

is instituted in a court of limited jurisdiction, service of process may

be made in the manner provided in this section if the cause of action

arose within the territorial jurisdiction of the court and the office of

the defendant, as set forth in its statement filed pursuant to section

eighteen of this chapter, is within such territorial jurisdiction.

* NB Effective until February 24, 2027

* § 19. Service of process. Service of process against an association

upon the secretary of state shall be made in the manner provided by

subdivision one, two or three of this section. Each option of service

authorized pursuant to this section shall be available at no extra cost

to the consumer.

1. Personally delivering to and leaving with the secretary of state or

with a person authorized by the secretary of state to receive such

service, duplicate copies of such process at the office of the

department of state in the city of Albany. At the time of such service

the plaintiff shall pay a fee of forty dollars to the secretary of state

which shall be a taxable disbursement. The secretary of state shall

promptly send by certified mail one of such copies to the association at

the address fixed for that purpose, as herein provided.

2. Electronically submitting a copy of the process to the department

of state together with the statutory fee, which fee shall be a taxable

disbursement, through an electronic system operated by the department of

state, provided the association has an email address on file in the

department of state to which the secretary of state shall email a notice

of the fact that process has been served electronically on the secretary

of state. Service of process on such association shall be complete when

the secretary of state has reviewed and accepted service of such

process. The secretary of state shall promptly send a notice of the fact

that process against such association has been served electronically

upon the secretary of state, to such association at the email address on

file in the department of state, specified for the purpose and shall

make a copy of the process available to such association. If the action

or proceeding is instituted in a court of limited jurisdiction, service

of process may be made in the manner provided in this section if the

cause of action arose within the territorial jurisdiction of the court

and the office of the defendant, as set forth in its statement filed

pursuant to section eighteen of this chapter, is within such territorial

jurisdiction.

3. Provided process is served by or on behalf of the state or a city,

town, village or other political subdivision of the state, by

electronically submitting a copy of the process to the department of

state, through an electronic system operated by and with capabilities

determined by the department of state, together with the statutory fee,

if required, which fee shall be a taxable disbursement. Service of

process on such association shall be complete when the secretary of

state has reviewed and accepted service of such process. The secretary

of state shall promptly either: (a) send a copy of such process by

certified mail, return receipt requested, to such association, at the

post office address, on file in the department of state, specified for

the purpose; or (b) email a notice of the fact that process against the

association has been served electronically on the secretary of state to

the email address on file in the department of state, specified for the

purpose and shall make a copy of the process available to such

association.

* NB Effective February 24, 2027

Records and certificates of department of state. The

department of state shall keep a record of each process served upon the

secretary of state under this chapter, including the date of service. It

shall, upon request made within ten years of such service, issue a

certificate under its seal certifying as to the receipt of the process

by an authorized person, the date and the place of such service and the

receipt of the statutory fee. Process served upon the secretary of state

under this chapter shall be destroyed by him after a period of ten years

from such service.

Laws repealed. Of the laws enumerated in the schedule hereto

annexed, that portion specified in the last column is hereby repealed.

When to take effect. This chapter shall take effect

immediately.