§ 103. Application.\n (a) Except as otherwise provided in this section, this chapter applies\nto every domestic corporation as herein defined, and to every foreign\ncorporation as herein defined which is authorized to conduct or which\nconducts any activities in this state. This chapter also applies to any\nother domestic corporation or foreign corporation of any kind to the\nextent, if any, provided under this chapter or any law governing such\ncorporation and, if no such provision for application is made, to the\nextent, if any, that the membership corporations law applied to such\ncorporation as of the effective date of this chapter. A corporation\nformed by a special act of this state which has as its principal purpose\nan education purpose and which is a member of the university of the\nstate of New York, is an "education corporation" under section two\nhundred sixteen-a of the education law.\n To the extent that the membership corporations law or the general\ncorporation law applied to it as of the effective date of this chapter,\nthe corresponding provisions of this chapter apply to a corporation\nheretofore formed by or pursuant to a special act of this state other\nthan a religious corporation or an "education corporation" under clause\n(b) of subdivision one of section two hundred sixteen-a of the education\nlaw, if (1) its principal purpose is a religious, charitable or\neducation purpose, and (2) it is operated, supervised or controlled by\nor in connection with a religious organization. Any such corporation may\nat any time after the effective date of this chapter file a restated\ncertificate of incorporation under section 805 (restated certificate of\nincorporation) including a statement that it elects to have this chapter\napply in all respects to it. The restated certificate of incorporation\nshall conform with the requirements of section 402 (certificate of\nincorporation; contents) for new corporations. Upon the filing of such\ncertificate by the department of state, this chapter shall apply in all\nrespects to such corporation.\n This chapter also applies to any other corporation of any kind, formed\nnot-for-profit under any other chapter of the laws of this state except\na chapter of the consolidated laws, to the extent that provisions of\nthis chapter do not conflict with the provisions of such unconsolidated\nlaw. If an applicable provision of such unconsolidated law relates to a\nmatter embraced in this chapter but is not in conflict therewith, both\nprovisions shall apply. Any corporation to which this chapter is made\napplicable by this paragraph shall be treated as a "corporation" or\n"domestic corporation" as such terms are used in this chapter, except\nthat the purposes of any such corporation formed or formable under such\nunconsolidated law shall not thereby be extended. For the purpose of\nthis paragraph, the effective date of this chapter as to corporations to\nwhich this chapter is made applicable by this paragraph shall be\nSeptember one, nineteen hundred seventy-three.\n (b) The general corporation law does not apply to a corporation of any\nkind to which this chapter applies. A reference in any statute of this\nstate which makes a provision of the general corporation law applicable\nto a corporation of any kind to which this chapter is applicable or a\nreference in any statute of this state, other than the membership\ncorporations law, which makes a provision of the membership corporations\nlaw applicable to a corporation of any kind shall be deemed and\nconstrued to refer to and make applicable the corresponding provision,\nif any, of this chapter.\n (c) If any provision in articles one to thirteen inclusive of this\nchapter conflicts with a provision of any subsequent articles or of any\nspecial act under which a corporation to which this chapter applies is\nformed, the provision in such subsequent article or special act\nprevails. A provision of any such subsequent article or special
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