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Not-for-Profit Corporation Law Modernization Act:  2022 Amendments

 

Background

In November 2022, Governor Hochul signed the Not-for-Profit Corporation Law (N-PCL) Modernization Act into law. The purpose of this law, as indicated in the bills passed by the state legislature earlier this year, is to “align [not-for-profit corporation law] with current industry practices related to board member voting and increased usage of electronic portal technology.”

N-PCL Law Amendments

The N-PCL Modernization Act, which is already in effect, amends the previous N-PCL in four ways:

  • (1) It explicitly allows for the unanimous consent of members to act without a meeting by electronic means in addition to email.
  • (2) It explicitly allows for the unanimous consent of the Board to act without a meeting by electronic means in addition to email.
  • (3) It allows for a director appointed or elected to fill a vacancy to hold office until the end of the term the director was appointed or elected to fill.
  • (4) It provides clarifying language to ensure that conflicted directors who leave a meeting are still present for purposes of a quorum.

Effects of the Amendments

Advocates of this law believe that these amendments reflect the modern practices of non-profit corporations by streamlining critical business processes and addressing practical implications with filling Board vacancies. Proponents of the law hope that non-profit organizations will better be able to focus on and achieve their missions.

This is not to be considered legal advise.  Please reach out to an attorney for information regarding your specific situation.


Alexander Main is an Associate concentrating municipal, environmental and land use law.
He can be reached by phone 845-764-9656 and by email.

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