New York · Law NPC

Not-for-Profit Corporation Law — Plain-English Summary

Every section of this body of law translated into plain English for New York board members and homeowners.

Short Title; Definitions; Application; Certificates; Miscellaneous

  • §102
    Definitions
    Defines key terms used across the N-PCL, including corporation, member, director, certificate of incorporation, and bylaws.

Non-judicial Dissolution

  • §1001
    Authorization of dissolution
    A corporation may be dissolved non-judicially by a plan of dissolution approved by the board and the members.
  • §1002
    Plan of dissolution
    The plan of dissolution must describe how liabilities will be paid and how remaining assets will be distributed consistent with the certificate and any restr…

Corporate Purposes and Powers

  • §201
    Purposes
    Authorizes formation of nonprofit corporations for specified purposes. Most HOAs are Type B (formed for civic, social, or recreational purposes) or Type C (f…
  • §202
    General and special powers
    Lists general powers including the power to sue and be sued, contract, hold and convey property, adopt bylaws, and assess members for the corporation's expen…
  • §204
    Limitations on activities
    Limits activities that a nonprofit may undertake, particularly distribution of profits to members.

Formation of Corporations

  • §402
    Certificate of incorporation; contents
    Required contents of the certificate of incorporation: corporate name, type (A/B/C/D), purposes, county of office, and similar items.
  • §404
    Approvals, notices and consents
    Identifies which state agencies must approve specific certificate filings before they may be filed with the Department of State.

Members

  • §601
    Members
    Membership is governed by the certificate of incorporation or bylaws. Multiple classes with different voting and other rights are allowed.
  • §602
    By-laws
    The initial bylaws are adopted by the incorporators or directors. Subsequent amendments are by the members unless the bylaws give that power to the directors.
  • §603
    Meetings of members
    Annual meetings of members must be held at the time and place fixed by or under the bylaws.
  • §604
    Special meeting for election of directors
    If an annual meeting for election of directors is not held within the time set by the bylaws, members may demand a special meeting or apply to court for an o…
  • §605
    Notice of meeting of members
    Written notice of every member meeting must be given not less than 10 nor more than 50 days before the meeting, stating the place, date, time, and purpose.
  • §606
    Waivers of notice
    Notice may be waived in writing or by attendance, except where the member attends solely to object to lack of notice.
  • §608
    Quorum at meeting of members
    Unless the certificate or bylaws set a different number, members representing a majority of votes is a quorum. Bylaws may set quorum as low as 100 members or…
  • §609
    Proxies
    Members may vote by written proxy. A proxy is valid for not more than eleven months unless it provides otherwise.
  • §611
    Qualification of voters; fixing record date; voting entitlement
    Bylaws may set a record date no more than 50 nor less than 10 days before the meeting to determine who is entitled to vote.
  • §612
    Limitations on right to vote
    Bylaws may limit voting rights of members in arrears on dues or otherwise out of good standing.
  • §613
    Vote of members
    Default vote required is a majority of members present and entitled to vote. Specific actions may require a higher threshold.
  • §614
    Action by members without a meeting
    Member action may be taken without a meeting only with unanimous written consent of members entitled to vote, unless the certificate allows a lesser consent.
  • §615
    Greater requirement as to quorum and vote of members
    The certificate or bylaws may require a higher quorum or vote threshold than the default.
  • §621
    Books and records; right of inspection
    Members may examine and copy the minutes, list of members, and financial statements during business hours, on written demand stating a proper purpose.
  • §623
    Members' derivative action
    A member may bring a derivative action on behalf of the corporation after written demand on the board. Court may require security for expenses if certain con…

Directors and Officers

Amendments and Changes

Frequently asked about Law NPC

What is New York Law NPC?
New York Law NPC — the Not-for-Profit Corporation Law — is the body of law that governs how every New York co-op or condo is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
How many sections are in Law NPC?
Law NPC contains 46 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at nysenate.gov.
Is the summary on this site legal advice?
No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a New York-licensed attorney.
How often does New York Law NPC change?
The New York State Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
Does SoShiny enforce Law NPC for me?
No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.

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