N.Y. Not-For-Profit Corp. Law § 102

§ 102. Definitions.\n (a) As used in this chapter, unless the context otherwise requires,\nthe term:\n (1) "Bonds" includes secured and unsecured bonds, debentures, and\nnotes.\n (2) "By-laws" means the code or codes of rules adopted for the\nregulation or management of the affairs of the corporation irrespective\nof the name or names by which such rules are designated.\n (3) "Certificate of incorporation" includes (A) the original\ncertificate of incorporation or any other instrument filed or issued\nunder any statute to form a domestic or foreign corporation, as amended,\nsupplemented or restated by certificates of amendment, merger or\nconsolidation or other certificates or instruments filed or issued under\nany statute; or (B) a special act or charter creating a domestic or\nforeign corporation, as amended, supplemented or restated.\n (3-a) "Charitable corporation" means any corporation formed, or for\nthe purposes of this chapter, deemed to be formed, for charitable\npurposes.\n (3-b) "Charitable purposes" of a corporation means one or more of the\nfollowing purposes: charitable, educational, religious, scientific,\nliterary, cultural or for the prevention of cruelty to children or\nanimals.\n (4) "Conducting of activities" of a corporation means the operations\nfor the conduct of which such corporation is formed and may constitute\n"doing of business" or "transaction of business" as those terms are used\nin the statutes of this state.\n (5) "Corporation" or "domestic corporation" means a corporation (1)\nformed under this chapter, or existing on its effective date and\ntheretofore formed under any other general statute or by any special act\nof this state, exclusively for a purpose or purposes, not for pecuniary\nprofit or financial gain, for which a corporation may be formed under\nthis chapter, and (2) no part of the assets, income or profit of which\nis distributable to, or enures to the benefit of, its members, directors\nor officers except to the extent permitted under this statute.\n (6) "Director" means any member of the governing board of a\ncorporation, whether designated as director, trustee, manager, governor,\nor by any other title. The term "board" means "board of directors" or\nany other body constituting a "governing board" as defined in this\nsection.\n (6-a) "Entire board" means the total number of directors entitled to\nvote which the corporation would have if there were no vacancies. If the\nby-laws of the corporation provide that the board shall consist of a\nfixed number of directors, then the "entire board" shall consist of that\nnumber of directors. If the by-laws of any corporation provide that the\nboard may consist of a range between a minimum and maximum number of\ndirectors, then the "entire board" shall consist of the number of\ndirectors within such range that were elected as of the most recently\nheld election of directors.\n (7) "Foreign corporation" means a corporation formed under laws other\nthan the statutes of this state, which, if formed under the statutes of\nthis state, would be within the term "corporation or domestic\ncorporation" as herein defined. "Authorized", when used with respect to\na foreign corporation, means having authority under Article 13 (Foreign\nCorporations) to conduct activities of the corporation in this state.\n (7-a) "Infant" or "minor" means any person who has not attained the\nage of eighteen years.\n (8) "Insolvent" means being unable to pay debts as they become due in\nthe usual course of the debtor's business.\n (9) "Member" means one having membership rights in a corporation in\naccordance with the provisions of its certificate of incorporation or\nby-laws.\n (9-a) "Non-charitable corporation" means any corporation formed under\nthis chapter, other than a charitable corporation, including but not\nlimited to one formed for any one or more of the following non-pecuniary\npurposes: civic, patriotic, political, social, fraternal, athletic,\nagricultural, horticultural, or animal husbandry, or for the purpose of\noperating a professional, commercial, industrial, trade or service\nassociation.\n (10) "Not-for-profit corporation" means a corporation as defined in\nsubparagraph (5).\n (11) "Office of a corporation" means the office the location of which\nis stated in the certificate of incorporation of a domestic corporation,\nor in the application for authority of a foreign corporation or an\namendment thereof. Such office need not be a place where activities are\nconducted by such corporation.\n (12) "Process" means judicial process and all orders, demands, notices\nor other papers required or permitted by law to be personally served on\na domestic or foreign corporation, for the purpose of acquiring\njurisdiction of such corporation in any action or proceeding, civil or\ncriminal, whether judicial, administrative, arbitrative or otherwise, in\nthis state or in the federal courts sitting in or for this state.\n (15) "Governing board" means the body responsible for the management\nof a corporation or of an institutional fund.\n (16) "Historic dollar value" means the aggregate fair value in dollars\nof (i) an endowment fund at the time it became an endowment fund, (ii)\neach subsequent donation to the fund at the time it is made, and (iii)\neach accumulation made pursuant to a direction in the applicable gift\ninstrument at the time the accumulation is added to the fund. The\ndetermination of historic dollar value made in good faith by the\ncorporation is conclusive.\n (18) "Authorized person" means a person, whether or not a member,\nofficer, or director, who is authorized to act on behalf of a\ncorporation or foreign corporation.\n (19) An "affiliate" of a corporation means any entity controlled by,\nin control of, or under common control with such corporation.\n (20) "Independent auditor" means any certified public accountant\nperforming the audit of the financial statements of a corporation\nrequired by subdivision one of section one hundred seventy-two-b of the\nexecutive law.\n (21) "Independent director" means a director who: (i) is not, and has\nnot been within the last three years, an employee of the corporation or\nan affiliate of the corporation, and does not have a relative who is, or\nhas been within the last three years, a key employee of the corporation\nor an affiliate of the corporation; (ii) has not received, and does not\nhave a relative who has received, in any of the last three fiscal years,\nmore than ten thousand dollars in direct compensation from the\ncorporation or an affiliate of the corporation (other than reimbursement\nfor expenses reasonably incurred as a director or reasonable\ncompensation for service as a director as permitted by paragraph (a) of\nsection 202 (General and special powers)); and (iii) is not a current\nemployee of or does not have a substantial financial interest in, and\ndoes not have a relative who is a current officer of or has a\nsubstantial financial interest in, any entity that has made payments to,\nor received payments from, the corporation or an affiliate of the\ncorporation for property or services in an amount which, in any of the\nlast three fiscal years, exceeds the lesser of twenty-five thousand\ndollars or two percent of such entity's consolidated gross revenues. For\npurposes of this subparagraph, "payment" does not include charitable\ncontributions.\n (22) "Relative" of an individual means his or her (i) spouse,\nancestors, brothers and sisters (whether whole or half blood), children\n(whether natural or adopted), grandchildren, great-grandchildren, and\nspouses of brothers, sisters, children, grandchildren, and\ngreat-grandchildren; or (ii) domestic partner as defined in section\ntwenty-nine hundred ninety-four-a of the public health law.\n (23) "Related party" means (i) any director, officer or key employee\nof the corporation or any affiliate of the corporation; (ii) any\nrelative of any director, officer or key employee of the corporation or\nany affiliate of the corporation; or (iii) any entity in which any\nindividual described in clauses (i) and (ii) of this subparagraph has a\nthirty-five percent or greater ownership or beneficial interest or, in\nthe case of a partnership or professional corporation, a direct or\nindirect ownership interest in excess of five percent.\n (24) "Related party transaction" means any transaction, agreement or\nany other arrangement in which a related party has a financial interest\nand in which the corporation or any affiliate of the corporation is a\nparticipant.\n (25) "Key employee" means any person who is in a position to exercise\nsubstantial influence over the affairs of the corporation, as referenced\nin 26 U.S.C. § 4958(f)(1)(A) and further specified in 26 CFR §\n53.4958-3(c), (d) and (e), or succeeding provisions.\n