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Q: New York State Law affecting membership corporations, Ch 722, Sec 22 ( Answered 5 out of 5 stars,   1 Comment )
Question  
Subject: New York State Law affecting membership corporations, Ch 722, Sec 22
Category: Reference, Education and News > General Reference
Asked by: maryco-ga
List Price: $100.00
Posted: 18 Sep 2004 14:14 PDT
Expires: 18 Oct 2004 14:14 PDT
Question ID: 402998
How can I find the text of the Membership Corporations Law of the
State of New York, Chapter 722, Section 22?  Quickly and preferably
(though not necessarily) electronically?

Request for Question Clarification by hummer-ga on 18 Sep 2004 15:16 PDT
Hi maryco,

I'm sorry I've taken so long to get back to you, but "Chapter 722" doesn't exist.

New York State Assembly:
"Chapter 722 does not exist"
http://assembly.state.ny.us/leg/?ch=722

Following is the link to "Business Corporation" Sections 701-726. Is
this what you are looking for?

New York State Consolidated Laws: Business Corporation:
http://assembly.state.ny.us/leg/?cl=13&a=8

If not, you'll find more links here:
http://assembly.state.ny.us/leg/?cl=13

...or here, for cooperatives:
http://assembly.state.ny.us/leg/?cl=21

Please let me know if this is what you are looking for so that I can
either post this as an answer or continue my research.

Thank you,
hummer

Request for Question Clarification by markj-ga on 18 Sep 2004 18:48 PDT
maryco --

The Membership Corporations Law appears to have been incorporated into
the Not-For-Profit Corporations Law some time ago.  Are you looking
for a section of that old statute, which is no longer in force?  In
any case, it would help if you could describe the subject of the
particular statutory section you are seeking.

markj-gag

Clarification of Question by maryco-ga on 19 Sep 2004 08:04 PDT
Dear hummer and markj,

I am asking the question in behalf of a small, non-profit corporation
formed as a club in upper New York State in 1908.  It consists of 17
member families, each owning a summer-only cottage and an acre or less
of land, and some surrounding wilderness acres belonging to the club. 
It operates rather like a cooperative apartment building, in a
horizontal sort of way.  The ByLaws state that the cottage sites
"shall not be alienable except to the club or to a regular member
thereof, as provided by Section 22 [elsewhere it says section 22 of
chapter 722] of the Membership Corporations Law."  In deeds signed in
1928,  this reference changes to "Section 22 of Chapter 722 of the
Laws of 1926, known as the Membership Corporations Law."  What this
translates to is that in order to buy one of our 17 cottage sites, a
prospective purchaser must be approved as a member and agree to all
club rules, including, most importantly, sharing of club expenses.

To our horror, one of the cottage sites turned up listed in a tax
foreclosure sale a couple of weeks ago.  The taxes have now been paid,
but the uncertainty as to the reliability of our bylaws remains. Could
someone buy a cottage site at a tax sale and refuse to share our
expenses, reducing our income -- but not our expenses -- by 1/17th? 
We are not a wealthy club, and our property taxes are high. We are now
trying to do all the homework we can before we consult a lawyer, to
try to hold down legal expenses.  Hence my request for the text of the
law on which our bylaws rest. (Don't worry, we are not trying to turn
you into lawyers.)

Since there appears to be no easy answer here, I think we had better
up our offered fee, either as an adjustment of our original offer (how
do I do that?)or as a tip.  (I have never used this service before,
but have been reading the faqs.)

Would $100 be a reasonable fee for the text of whatever the applicable
law (or part of the law) was in 1908 and 1926 and what it is now?

Thank you very much for your efforts thus far.

Allbest, Maryco

Request for Question Clarification by hummer-ga on 20 Sep 2004 07:27 PDT
Hi Maryco,

Thank you for your clarification. After searching extensively, I've
come to the conclusion that the Membership Corporations Law, MCL
(replaced by the Not-for-Profit Corporations Law, N-PCL) is not
available online and I think your best hope is to contact a New York
Library. I got in touch with the New York Public Library and they said
that their  law books are located at the Science, Industry and
Business Library (SIBL), 34th and Madison, 212 592-7000, tues-sat.

Public Access Law Libraries:
http://www.nycourts.gov/lawlibraries/publicaccess.shtml

Good luck - I'm sorry I didn't have better luck.
hummer

Request for Question Clarification by markj-ga on 20 Sep 2004 08:55 PDT
maryco --

I have now found what appears to be the current section of the
Not-For-Profit Corporation Act in New York that applies to the
situation you describe.  It appears to be generally consistent with
the provision of the predecessor Membership Corporation Act provision
as paraphrased in your club's by-laws.

What I don't expect to be able to do is find online the actual text of
"Section 22"  of "Chapter 722" or the Membership Corporation Law as it
existed in 1908 and 1926 in order to confirm whether the current
provision was transplanted word-for-word into the new Act when it was
adopted in 1969.

If the text of the current section would be of use to you without the
"legislative history," I would be happy to post the information as an
answer to your question.  Since it would not be all that you asked
for, you might want to reprice the question once again to reflect
that.

markj-ga

Clarification of Question by maryco-ga on 20 Sep 2004 14:51 PDT
Dear Markj,

If you can supply me with the text you describe -- or, better, with
the text of the whole section or chapter or whatever that has
supplanted the old membership corporation law -- I would be tickled
pink.  I thought of repricing as you suggested, and then adding on a
big tip for you, but this question has been locked ever since I got
your message.  Then I figured leaving the price as is would accomplish
close to the same thing, since you get 75 percent -- right?

Anyway, thank you!!!

maryco
Answer  
Subject: Re: New York State Law affecting membership corporations, Ch 722, Sec 22
Answered By: markj-ga on 20 Sep 2004 16:43 PDT
Rated:5 out of 5 stars
 
maryco --

Thanks for your latest clarification.  

First, I want to apologize for the time it has taken to come up with
information that you had initially asked to have delivered to you
quickly.   Several researchers (including myself) took initial cracks
at your question, but online details about the old statutory section
you cited appear not to be available.

The good news is that the current Non-For-Profit Corporation Law
includes a section that appears to be a direct descendant of the
section cited in the by-laws of your club and may even be
substantially (or entirely) the same as that old section.  I hope and
expect that this information will allow you to use your lawyer's time
more efficiently.

Here is the text of your section, which is found in Chapter 35,
Article 2, Section 205 of the New York Consolidated Laws:

"205. Conveyance of real property to members for dwelling houses. A
not-for-profit corporation, if its by-laws so provide, and pursuant to
the provisions thereof, and without leave of the court, may convey to
a member of the corporation a portion of its real property for the
erection thereupon of a cottage or other dwelling-house with suitable
outbuildings. When so conveyed the title to such portion, together
with the buildings thereon, shall continue in such member and on his
death pass to his heirs or devisees, but the land shall not be
alienable except to the corporation or to a member thereof."

New York State Consolidated Laws: Not-For-Profit Corporation:Article
2: Corporate Purposes and Powers
http://assembly.state.ny.us/leg/?cl=76&a=3


Now, as you have specifically requested, below is a link to a page
containing an index to the entire Not-For-Profit Corporation Law. 
Each of the Articles listed is a clickable link that will take you to
the complete text of that Article.  The text is printable and can be
easily cut and pasted into a word processing document for your
permanent reference if you wish.

New York State Assembly: New York State Consolidated Laws 
Not-For-Profit Corporation - Index
http://assembly.state.ny.us/leg/?cl=76


Additional Information:

The first link on the Index page, the one called "Chapter 35,"
contains the introductory language from the legislation creating the
NFPC, which says:

"AN ACT in relation to not-for-profit corporations, constituting
chapter thirty-five of the consolidated laws, and repealing the
membership corporations law. Became a law May 26, 1969, with the
approval of the Governor."

That language conveniently pinpoints the date that it was adopted and
that is specifically superseded the Membership Corporation.


Search Strategy:

The first phase of the research was the fruitless quest for the text
of the Membership Corporation Law (MCL) and specifically the sections
cited in your organization's bylaws.  In the course of this search, I
did discover that this law was replaced by the NFPC and helped me to
focus on the ultimately successful search for a section of the new law
that dealt with the alienation of property formerly subject to the
MCL.

I found the relevant section after the following simple Google search
led me directly to a site containing a reference to the legislative
act that repealed the MCL.  Here is a link to those search results:

"membership corporation OR corporations law"
://www.google.com/search?sourceid=navclient&ie=UTF-8&q=%22membership+corporation+OR+corporations+law%22

High on the list of results was this linked personal website:

C. J. Bragg, Jr.: New York State Law
http://home.att.net/~cgbraggjr/tba/nystatelaw.htm


The first link on that page is to the NFPC index page linked above.  I
then began to review the list of Sections in each Article listed in
the Index in order and quickly found the promising title of Section
205 of Article 2 --"Conveyance of real property to members for
dwelling houses."  Finally, I reviewed the rest of the Section titles
in the remaining Articles in the index in order to make sure that I
had the only possible candidate for the Section that interests you. (I
do have a legal background, so I have some facility with this kind of
material.)


Based on your question clarifications, I am confident that this is the
information you are seeking.  If anything is unclear, please ask for
clarification before rating the answer.  I hope and expect that this
information will make your contact with your organization's lawyer
more fruitful and efficient.

markj-ga
maryco-ga rated this answer:5 out of 5 stars
I wish you offered more than 5 stars with which to rate markj's
performance on this question.  He was resourceful and persistent (even
when other researchers gave up) and went beyond my question as framed
to discover everything I really wanted to know without knowing how to
ask for it.  Finally, he framed an answer that was beautifully well
written and organized (retired newspaper editor and journalism teacher
speaking),lucid and complete to the last detail.  Wow!  With many,
many thanks, maryco.  P.S.  mark j can explain why there is no tip
attached to this rating, which might otherwise seem odd.

Comments  
Subject: Re: New York State Law affecting membership corporations, Ch 722, Sec 22
From: markj-ga on 21 Sep 2004 11:26 PDT
 
maryco --

Thanks very much for the kind words and the five stars.

markj-ga

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