New York General Associations Law 2013

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Submission of matters to shareholders. Amendment of Articles.

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Amendment of articles authorized. Proposal of amendments. Notice of meeting of shareholders. Adoption of amendments. Articles of amendment. Filing and effectiveness of articles of amendment. Merger Liabilities and Sale of Assets. Merger and consolidation authorized Repealed. Plan of merger or consolidation Repealed.

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The Wall Street Journal , June 11, New York, New York , August 22, Section is referred to in sections , , , , , , , , , , , of this title. Chief Judge Janet DiFiore. Bankruptcy or insolvency proceedings. Power to bind and liability of person dissociated as general partner. Partnership as entity.

Notice of meeting of shareholders Repealed. Adoption of plan Repealed. Authorization by foreign corporations Repealed. Articles of merger or consolidation Repealed. Filing of articles of merger or consolidation Repealed. Effective date of merger or consolidation Repealed. Effect of merger or consolidation Repealed.

Limitations on asbestos-related liabilities relating to certain mergers or consolidations. Dissenters rights Repealed. Share exchanges Repealed. Voluntary transfer of corporate assets. Division Repealed.

Conversion Repealed. Voluntary Dissolution and Winding Up. Voluntary dissolution by shareholders or incorporators. Proposal of voluntary dissolution.

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Adoption of proposal. Predissolution provision for liabilities. Judicial supervision of proceedings. Articles of dissolution. Winding up of corporation after dissolution.

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Survival of remedies and rights after dissolution. Dissolution by domestication Repealed.

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Involuntary Liquidation and Dissolution. Proceedings upon application of shareholder or director. Proceedings upon application of creditor. Appointment of receiver pendente lite and other interim powers. Liquidating receiver. Qualifications of receivers. Proof of claims.

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Discontinuance of proceedings; reorganization. Articles of involuntary dissolution. Subchapter H. Postdissolution Provision for Liabilities.

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Authority of board of directors. Notice to claimants. Acceptance or rejection of matured claims. Disposition of unmatured claims. Court proceedings. No revival or waiver. Payments and distributions. Liability of shareholders Repealed. Nonstock Corporations. Application and effect of chapter. Formation of nonstock corporations. Contents of articles and other documents of nonstock corporations.

Election of an existing business corporation to become a nonstock corporation. Termination of nonstock corporation status. Powers, Duties and Safeguards. Corporate name of nonstock corporations. Classes of membership. Evidence of membership; liability of members.

Voting rights of members. Inapplicability of certain provisions to nonstock corporations. Dissolution of nonstock corporations. Statutory Close Corporations. Definition of minimum vote. Formation of statutory close corporations.

Additional contents of articles of statutory close corporations. Election of an existing business corporation to become a statutory close corporation. Limitations on continuation of statutory close corporation status. Voluntary termination of statutory close corporation status by amendment of articles.

Issuance or transfer of shares of a statutory close corporation in breach of qualifying conditions. Involuntary termination of statutory close corporation status; proceeding to prevent loss of status.

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Share transfer restrictions. Transfer of shares in breach of transfer restrictions. Corporation option where a restriction on transfer of a security is held invalid. Sale option of estate of shareholder. Management by shareholders. Appointment of custodian for statutory close corporation. Appointment of provisional director in certain cases. Operating corporation as partnership.

Fundamental changes. Option of shareholder to dissolve corporation. Registered Corporations.

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Registered corporation status. Acquisition of registered corporation status. Termination of registered corporation status. Dissenters rights procedure. Disparate treatment of certain persons.