§ 601. Members.\n (a) A corporation shall have one or more classes of members, or, in\nthe case of a charitable corporation, may have no members, in which case\nany such provision for classes of members or for no members shall be set\nforth in the certificate of incorporation or the by-laws. Corporations,\njoint-stock associations, unincorporated associations and partnerships,\nas well as any other person without limitation, may be members, provided\nhowever, that effective July first, two thousand nineteen, no\ncorporation except a corporation that has no members, shall have a\nmembership comprised of fewer than three persons. A corporation may have\na corporation, joint-stock association, unincorporated association or\npartnership as a sole member, if such corporation, joint-stock\nassociation, unincorporated association or partnership is owned or\ncontrolled by no fewer than three persons.\n (b) If the corporation has two or more classes of members, the\ndesignation and characteristics of each class and the qualifications and\nrights of, and limitations upon, the members of each class may be set\nforth in the certificate of incorporation, the by-laws or, if the\nby-laws so provide, a resolution of the board.\n (c) If the corporation has members, membership may be effected and\nevidenced by:\n (1) Signature on the certificate of incorporation.\n (2) Designation in the certificate of incorporation or the by-laws.\n (3) Membership certificate or card or capital certificate.\n (4) Such method, including but not limited to the foregoing, as is\nprescribed by the certificate of incorporation or the by-laws.\n (d) Membership certificates or cards shall not be transferable. If the\ncertificate of incorporation or by-laws permits transfer of membership,\nupon each such transfer the certificate or card issued to a former\nmember shall be surrendered, and a new certificate or card shall be\nissued to the new member.\n (e) Except as otherwise provided in this chapter or the certificate of\nincorporation or the by-laws, membership shall be terminated by death,\nresignation, expulsion, expiration of a term of membership or\ndissolution and liquidation under articles 10 and 11.\n
‹ Prev All New York sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.