NY-BVO Benevolent Orders Law NY

Short title. This chapter shall be known as the "Benevolent

Orders Law."

Applicability of not-for-profit corporation law to benevolent

orders. 1. The not-for-profit corporation law applies to every

corporation heretofore or hereafter formed under this chapter, or under

any other statute or special act of this state, or under laws other than

the statutes of this state, which has as its purpose or among its

purposes a purpose for which a corporation may be formed under this

chapter, provided that:

(a) If any provision of the not-for-profit corporation law conflicts

with any provision of this chapter, the provision of this chapter shall

prevail and the conflicting provision of the not-for-profit corporation

law shall not apply in such case. If any provision of this chapter

relates to a matter embraced in the not-for-profit corporation law but

is not in conflict therewith, both provisions shall apply.

(b) A corporation to which the not-for-profit corporation law is made

applicable by this section shall be treated as a "corporation",

"domestic corporation", or "foreign corporation", as such terms are used

in the not-for-profit corporation law, except that the purposes for

which any such corporation has been or may be formed under this chapter

shall not thereby be extended.

(c) The following provisions of the not-for-profit corporation law

shall not apply to benevolent orders: section two hundred one, article

four, paragraphs (a), (b), and (c) of section eight hundred four,

section nine hundred seven, section nine hundred eight, section nine

hundred nine, section ten hundred twelve, and article fourteen.

(d) Section six hundred eight of the not-for-profit corporation law

shall not apply to any corporation to which this chapter applies to the

extent that the provisions of such section conflict with any provision

of the certificate of incorporation or of the by-laws, heretofore or

hereafter adopted, of such corporation. Action to amend the certificate

of incorporation or by-laws in relation to quorum requirements may be

taken at a special meeting of members at which the quorum requirements

applicable to the corporation as of August thirty-first, nineteen

hundred seventy-one are fulfilled, but action may be taken only once

under this sentence.

(e) For the purposes of this section and elsewhere in this chapter,

the effective date of the not-for-profit corporation law as to

corporations to which the not-for-profit corporation law is made

applicable by this sectin shall be September first, nineteen hundred

seventy-one.

2. From and after the effective date of this section the general

corporation law shall not apply to any corporation to which this chapter

applies.

Definition. The term "minor", as used in this chapter, means a

person who has not attained the age of eighteen years.

Organization. Either of the following orders:

1. A lodge of Free and Accepted Masons duly chartered by and installed

according to the general rules and regulations of the Grand Lodge of

Free and Accepted Masons of the State of New York;

2. A chapter of Royal Arch Masons duly chartered by and installed

according to the general rules and regulations of the Grand Chapter of

Royal Arch Masons of the state of New York;

3. A council of Royal and Select Masons duly chartered by and

installed according to the general rules and regulations of the Grand

Council of Royal and Select Masters of the state of New York;

4. A commandery of Knights Templar duly chartered by and instituted

according to the general rules and regulations of the Grand Commandery

of the state of New York;

5. A consistory, chapter, council or lodge duly chartered by and

instituted according to the general rules and regulations of the Supreme

Council of the Ancient and Accepted Scottish Rite for the Northern

jurisdiction of the United States;

6. A lodge of Odd Fellows, duly chartered by and installed according

to the general rules and regulations of the Grand Lodge of the

Independent Order of Odd Fellows of the state of New York;

7. A Temple of Nobles of the Mystic Shrine duly chartered by and

instituted according to the general rules and regulations of the

Imperial Council of the Ancient Arabic Order of the Nobles of the Mystic

Shrine for North America;

8. A lodge of the Knights of Pythias, duly chartered by and installed

according to the general rules and regulations of the Grand Lodge of the

Knights of Pythias of the state of New York;

9. A post of the Grand Army of the Republic, chartered and installed

according to the regulations of that organization;

10. Any lodge of the Benevolent and Protective Order of Elks duly

chartered by and installed according to the regulations of that

organization;

11. Any subordinate lodge, tribe or other body of any benevolent or

fraternal order or society incorporated under and pursuant to the laws

of this state;

12. A council of the Knights of Columbus chartered and instituted by

the National Council of the Knights of Columbus, pursuant to the

constitution and laws of said order;

13. Any high court, subordinate court, or companion court of the

Independent Order of Foresters chartered and instituted by the Supreme

Court of the Independent Order of Foresters pursuant to the constitution

and laws of said order;

14. A tribe of the Improved Order of Red Men, duly chartered by and

instituted according to the general rules and regulations of the Great

Council of the Improved Order of Red Men of the state of New York;

15. The Supreme Council of the Mystic Order of Veiled Prophets of the

Enchanted Realm, or a subordinate grotto duly chartered by and

instituted according to the general rules and regulations of said

supreme council;

16. Any subordinate lodge of the Order of American True Ivorites

chartered and instituted in accordance with the regulations of the Grand

lodge of the Order of American True Ivorites;

17. Any subordinate aerie of the Fraternal Order of Eagles chartered

and instituted in accordance with the regulations of the grand aerie of

the Fraternal Order of Eagles;

18. Any subordinate council of the Junior Order of United American

Mechanics under the jurisdiction of the national council of such order.

19. Any local camp of the Modern Woodmen of America chartered and

instituted in accordance with the regulations of the head camp of the

Modern Woodmen of America.

20. The Supreme or Cosmopolitan Council of the Brotherhood of the

Commonwealth.

21. A tent of the Knights of the Maccabees of the World, duly

chartered and instituted according to the general rules and regulations

of the supreme tent of the Knights of the Maccabees of the World:

22. Any subordinate lodge of the Loyal Order of Moose, duly chartered

and instituted in accordance with the constitution and laws of the

supreme lodge of the world, Loyal Order of Moose.

23. The Catholic Daughters of America, or any subordinate court

thereof, which is duly chartered and instituted in accordance with the

constitution and laws of said Catholic Daughters of America.

24. The Home Nest or any subordinate nest of the Order of Owls duly

chartered by and instituted according to the general rules and

regulations of the Home Nest of the Order of Owls;

25. An encampment of the Independent Order of Odd Fellows, duly

chartered by and installed according to the general rules and

regulations of the grand encampment of the Independent Order of Odd

Fellows;

26. A canton of patriarchs militant, duly chartered by and installed

according to the general rules and regulations of the sovereign grand

lodge of the Independent Order of Odd Fellows;

27. A commandery of the Knights of Malta, chartered by and instituted

according to the general rules and regulations of the Supreme Grand

Commandery of the Ancient and Illustrious Order of Knights of Malta;

28. A sisterhood of the Dames of Malta, Ladies of the Order of Saint

John, Ancient and Illustrious Order, Knights of Malta, Continent of

America, chartered by and instituted according to the general rules and

regulations of the Zenodacia of the Dames of Malta;

29. A council of the Degree of Pocahontas of the Improved Order of Red

Men, duly chartered by and instituted according to the general rules and

regulations of The Great Council of New York State, Degree of Pocahontas

of the Improved Order of Red Men.

30. A chapter of American Legion, chartered and installed according to

the regulations of that organization. A post, county committee, or

department organization of the American Legion, duly chartered according

to the regulations of that organization.

30-a. A unit, county committee or department organization of the

American Legion Auxiliary, duly chartered according to the regulations

of that organization.

30-b. A county or department organization of Le Boutique des Huit

Chapeaux et Quarante Femmes, duly chartered according to the regulations

of that organization.

31. The State Camp of New York of the Patriotic Order Sons of America,

or any subordinate camp thereof duly chartered by and instituted

according to the rules and regulations of such State Camp.

32. A chapter of the order of the Eastern Star duly chartered by and

instituted according to the general rules and regulations of the Grand

Chapter of the Order of the Eastern Star of the State of New York.

33. Any subordinate lodge of the Independent Order Brith Abraham of

the United States of America, chartered by and installed according to

the general rules and regulations of the United States Grand Lodge,

Independent Order Brith Abraham.

34. A department or county La Societe des Quarante Hommes et Huit

Chevaux, chartered and installed according to the regulations of the

American Legion.

35. A court of the order of the Amaranth duly chartered by and

instituted according to the general rules and regulations of the Grand

Court of the Order of the Amaranth of the State of New York.

36. Order of the Alhambra.

37. A post or detachment of the marine corps league.

37. Ancient Order of Hibernians.

38. A post of Jewish War Veterans of the United States, Inc.

38-a. A post of Catholic War Veterans, Inc.

38-b. A post or counties council of the Veterans of Foreign Wars of

the United States, Incorporated.

39. A chapter of the Army and Navy Union of the United States of

America, chartered and installed according to the regulations of that

organization; a garrison, county or district council or department

organization of the Army and Navy Union of the United States of America,

duly chartered according to the regulations of that organization.

40. A post, county, committee or department organization of the

Regular Veterans' Association, duly chartered and installed according to

the regulations of that organization.

41. A chapter, county, committee or department organization of the

Disabled American Veterans, duly chartered and installed according to

the regulations of that organization.

42. Veterans of National Guard and Naval Militia, or any subordinate

post or council, which is duly chartered and instituted according to the

general rules and regulations of the Veterans of National Guard and

Naval Militia.

43. A post, county, district or departmental organization of AMVETS

(American Veterans of World War II), duly chartered and installed

according to the regulations of that organization.

44. A post, county district or department organization of the Air

Force Association, duly chartered and installed, according to the

regulations of that organization.

45. A post, county, district or departmental organization of Italian

American War Veterans of the United States, Incorporated, duly chartered

and installed according to the regulations of that organization.

45-a. A post, county, district or departmental organization of Ladies'

Auxiliary, Italian American War Veterans of the United States,

Incorporated, duly chartered and installed according to the regulations

of that organization.

46. A lodge of the Improved Benevolent and Protective Order of Elks of

the World duly chartered by and installed according to the regulations

of that organization.

47. The Masonic War Veterans of the State of New York, Incorporated,

or any subordinate post thereof which is duly chartered and installed

according to the general rules and regulations of that organization.

48. A lodge of Free and Accepted Masons duly chartered by and

installed according to the general rules and regulations of the Prince

Hall Grand Lodge of Free and Accepted Masons of the State of New York.

49. A temple of Nobles of the Mystic Shrine, duly chartered by and

installed according to the general rules and regulations of the Imperial

Council of the Ancient Egyptian Arabic Order Nobles Mystic Shrine of

North and South America and its Jurisdictions, Inc.

50. A Forest duly chartered by and installed according to the general

rules and regulations of the Supreme Forest, Tall Cedars of Lebanon, of

the United States of America.

51. Grand Lodge of the State of New York, Order Sons of Italy in

America, Incorporated, and any subordinate lodge of the Grand Lodge of

the State of New York, Order Sons of Italy in America, duly chartered by

and installed according to the general rules and regulations of the

Grand Lodge of the State of New York, Order Sons of Italy in America,

Incorporated.

51-a. A post, county, district or departmental organization of Ladies'

Lodges, Grand Lodge of the State of New York, Order Sons of Italy in

America, Incorporated, duly chartered and installed according to the

regulations of that organization.

52. A chapter of the order of the American Hellenic Educational

Progressive Association, Incorporated, duly chartered and installed

according to the constitution and laws of the supreme lodge of said

order.

53. The Department of New York, Polish Legion of American Veterans, or

any subordinate post thereof, which is duly chartered and instituted in

accordance with the constitution and by-laws of the Polish Legion of

American Veterans, U. S. A. , and the Ladies Auxiliary, Department of

New York, Polish Legion of American Veterans or any subordinate chapter

thereof, which is duly chartered and installed according to the

regulations of the Polish Legion of American Veterans.

54. Blinded Veterans Association New York, Inc.

55. A clan of the United Scottish Clans of New York and New Jersey

duly chartered and installed according to the regulations of that

organization.

56. A subordinate of the King of Tyre Affiliation A.F. and A.M. of the

State of New York.

57. The International Veterans Boxers Association.

58. St. Paul's Conclave No. 12, Red Cross of Constantine of New York

city.

59. The Vietnam Veterans of America, or any subordinate chapter

thereof, which is duly chartered by and instituted according to the

constitution and laws of that organization.

May elect at any regular communication, convocation, encampment or

other regular meeting thereof, by whatever name known, held in

accordance with the constitution and general rules and regulations of

such grand lodge, chapter, commandery or council, or other governing

body to which it belongs, or with which it is connected, and in

conformity to its own by-laws, if it has any, not less than three nor

more than five trustees or an executive committee of not more than five

members for such lodge, chapter, commandery, consistory, council,

temple, post, court, tribe, grotto, aerie, camp, tent, nest, encampment

or canton, or Degree of Pocahontas council, who shall be members thereof

in full membership and in good and regular standing therein; and may

file in the office of the secretary of state, a certificate of such

election, signed and acknowledged by the first three elective officers

of such lodge, chapter, commandery, consistory, council, temple, post,

court, tribe, grotto, aerie, camp, tent, nest, encampment or canton, or

Degree of Pocahontas council, stating the time and place of such

election and that same was regular, the names of such trustees or

executive committee, and the term, severally, for which they are elected

to serve, and the name of the lodge, chapter, commandery, consistory,

council, temple, post, court, tribe, grotto, aerie, camp, tent, nest,

encampment or canton, or Degree of Pocahontas council, for which they

are elected.

Notwithstanding the foregoing provisions of this section, any such

order may determine, at any regular communication, convocation,

encampment or other regular meeting thereof, by whatever name known,

held in accordance with the constitution and general regulations of the

grand lodge, chapter, commandery, council or other governing body to

which it belongs or with which it is connected, and is in conformity

with its own by-laws, if there be any, to increase or decrease the

number of trustees or executive committee members elected under the

provisions of this section; provided, that the number of such trustees

or members shall in no event be less than three; and provided, that the

foregoing provisions of this section shall, to the extent not

inconsistent with this paragraph, be applicable to any order making the

determination authorized by this paragraph.

Powers. Such trustees or executive committee may take, hold and

convey by and under the direction of such lodge, chapter, commandery,

consistory, council, temple, grotto, post, tribe, aerie, camp, tent,

nest, encampment or canton, or Degree of Pocahontas council all the

temporalities and property belonging thereto, whether real or personal,

and whether given, granted or devised directly to it or to any person or

persons for it, or in trust for its use and benefit, and may sue for and

recover, hold and enjoy all the debts, demands, rights and privileges,

and all buildings and places of assemblage, with the appurtenances, and

all other estate and property belonging to it in whatsoever manner the

same may have been acquired, or in whose name soever the same may be

held, as fully as if the right and title thereto had been originally

vested in them; and may purchase and hold for the purpose of the lodge,

chapter, commandery, consistory, council, temple, grotto, aerie, post,

tribe, camp, tent, nest, encampment or canton, or Degree of Pocahontas

council, other real and personal property, and demise, lease and improve

the same. Such trustees or executive committee may also issue their

bonds or other evidences of indebtedness in such amounts and for such

time and in such form as they shall determine either for the purpose of

raising money to pay for any real estate purchased and held by them, and

for the improvement of the same, as hereinbefore provided, or for any

other past indebtedness, and may mortgage such real estate for the

purpose of securing the bonds or other evidences of indebtedness so

issued by them. Bonds and mortgages for other than moneys to pay for

such real estate and the improvement thereof as above, shall only be

issued after an order of the supreme court permitting and allowing same

upon petition of all the trustees of the property of such executive

committee of the lodge, chapter, commandery, consistory, council,

temple, grotto, aerie, post, camp, tent, nest, encampment or canton. The

petition shall briefly state the purposes and reason for same and shall

state that the petition is made by and under the direction duly had or

given at a regular or state communication, convocation, encampment or

meeting thereof according to its constitution and general regulations.

The court may permit and allow the issuance of said bonds and mortgages

by the trustees or executive committee if it deems the same proper and

for the best interests of the said lodge, chapter, commandery,

consistory, council, temple, grotto, aerie, post, camp, tent, nest,

encampment or canton. The order shall provide that the moneys shall be

applied and expended for the same purposes set forth in the petition.

The proceeds of such bonds or other evidences of indebtedness shall be

applied exclusively to the purpose for which the same was borrowed

either to pay for such real estate and the improvement thereof or any

other past indebtedness. Every such lodge, chapter, commandery,

consistory, council, temple, grotto, post, tribe, aerie, camp, tent,

nest, encampment or canton, or Degree of Pocahontas council, may make

rules and regulations, not inconsistent with the laws of this state, or

with the constitution or general rules or laws of the grand lodge or

other governing body to which it is subordinate, for managing the

temporal affairs thereof, and for the disposition of its property and

other temporal concerns and revenue belonging to it, and the secretary

and treasurer thereof, duly elected and installed according to its

constitution and general regulations and law, shall, for the time being

be ex-officio its secretary and treasurer. No board of trustees or

executive committee for any lodge, chapter, commandery, consistory,

council, temple, grotto, aerie, post, tribe, camp, tent, nest,

encampment or canton or Degree of Pocahontas council, filing the

certificate aforesaid, shall be deemed to be dissolved for any neglect

or omission to elect a trustee or member of such executive committee,

annually, or fill any vacancy or vacancies that may occur or exist at

any time in said board or committee, but it shall and may be lawful for

said lodge, chapter, commandery, consistory, council, temple, grotto,

aerie, post, tribe, camp, tent, nest, encampment or canton, or Degree of

Pocahontas council, to fill such vacancy or vacancies at any regular

communication thereafter to be held, and till a vacancy arising from the

expiration of the term of office of a trustee or member of such

executive committee is filled, as aforesaid, he shall continue to hold

the said office and perform the duties thereof.

(enacted without section heading). A subordinate lodge,

chapter, post, council, commandery, temple, court or other organization

entitled to file a certificate of election of trustees under section two

of the benevolent orders law shall, while the warrant or charter for

said lodge, chapter, post, council, commandery, temple, court or other

organization, is in force so as to entitle it to operate as a

subordinate body of the grand lodge or other grand body under whose

jurisdiction it operates, be deemed to be a corporate entity for the

purpose of making contracts, incurring liabilities, and acquiring

rights, and of suing and being sued in the courts of this state in its

own name, but may not take, hold, lease, mortgage, convey or otherwise

dispose of real property unless it shall have filed the certificate

required by section two of the benevolent orders law. In the absence of

fraud or bad faith, the members, officers and trustees of a lodge,

chapter, post, council, commandery, temple, court or other organization,

enumerated in section two of the benevolent orders law, shall not be

personally liable for its debts, obligations or liabilities.

Terms of trustees. 1. The persons first elected trustees of such

lodge, chapter, commandery, consistory, council, temple or post, if a

lodge of Free and Accepted Masons, or a chapter of Royal Arch Masons,

shall be divided by lot by the officer making the certificate of

election, so that the term of one shall expire on the day of the

festival of Saint John the Evangelist, next thereafter, and another in

one year, and the third in two years thereafter. If other than a lodge

or chapter of Free and Accepted Masons, the trustees first elected shall

be divided by lot by the officers making the certificate of election, so

that the term of one will expire in one year, one in two years, and one

in three years thereafter. One trustee shall annually thereafter be

elected by such lodge, chapter, commandery, consistory, council, temple,

grotto, post, tribe, tent, nest, camp, encampment or canton, or Degree

of Pocahontas council, by ballot, in the same manner and at the same

time as the first three officers thereof severally are or shall be

elected according to its constitution, by-laws and regulations; and a

certificate of such election under the hands of such officers and the

seal of the lodge, chapter, commandery, consistory, council, temple,

grotto, post, tribe, tent, nest, camp, encampment or canton, or Degree

of Pocahontas council, if it has any, shall be made, and shall be

evidence of such election and entitle the person so elected to act as

trustee. If any trustee dies, resigns, demits, is suspended or expelled,

removes from the state, or becomes incapacitated for performing the

duties of his office, his office shall be deemed vacant. Such lodge,

chapter, commandery, consistory, council, temple, grotto, post, tribe,

tent, nest, camp, encampment or canton, or Degree of Pocahontas council,

may, at any regular communication, convocation, encampment or other

regular meeting, by whatever name known, fill any vacancy in the office

of trustee, by ballot, which election shall be certified in like manner

and with like effect as an annual election, and the person so elected

shall hold his office during the unexpired term of the trustee, whose

place he was elected to fill.

2. In the event that any such lodge, chapter, commandery, consistory,

council, temple, grotto, post, tribe, tent, nest, camp, encampment or

canton, or degree of Pocahontas council shall, in accordance with the

constitution and general rules and regulations of its grand lodge,

chapter, commandery, council or other governing body to which it belongs

or with which it is connected, and in conformity to its own by-laws, if

it has any, determines to increase the number of its trustees from three

to five, the two additional trustees shall be first elected at the same

time as the trustee elected to succeed whichever of the previously

elected trustees whose term first expires. At such election each of the

three trustees elected shall, by lot, be assigned a term of one, two or

three years, as the case may be. Thereafter all trustees shall be

elected for terms of three years.

3. In the event that any such lodge, chapter, commandery, consistory,

council, temple, grotto, post, tribe, tent, nest, camp, encampment or

canton, or degree of Pocahontas council shall, in accordance with the

constitution and general rules and regulations of its grand lodge,

chapter, commandery, council or other governing body to which it belongs

or with which it is connected, and in conformity to its own by-laws, if

it has any, determines to increase the terms of its trustees from three

to five years, the trustees hereafter elected shall be elected for terms

of five years each.

4. Notwithstanding the provisions of subdivision one of this section,

trustees of lodges of Free and Accepted Masons shall be elected and

their terms commence at the first stated lodge communication next

following the Grand Lodge Annual Communication.

Powers of trustees. 1. Such trustees shall have the care,

management and control of all the temporalities and property of the

lodge, chapter, commandery, consistory, council, temple, grotto, post,

tribe, tent, nest, camp, encampment or canton, or Degree of Pocahontas

council, and they shall not sell, convey, mortgage or dispose of any

property except by and under its direction, duly had or given at a

regular or stated communication, convocation, encampment or meeting

thereof, according to its constitution and general regulations. They

shall at all times obey and abide by the directions, orders and

resolutions of such lodge, chapter, commandery, consistory, council,

temple, grotto, post, tribe, tent, nest, camp, encampment or canton, or

Degree of Pocahontas council, duly passed at any regular or stated

communication, convocation, encampment or meeting thereof not in

conflict with the constitution and laws of this state or of the grand

body to which it shall be subordinate, or of such lodge, chapter,

commandery, consistory, council, temple, grotto, post, tribe, tent,

nest, camp, encampment or canton, or Degree of Pocahontas council.

2. If a lodge of Free and Accepted Masons or a chapter of Royal Arch

Masons, surrender its warrant to the grand body to which it is

subordinate or is expelled or becomes extinct, according to the general

rules or regulations of such body, the trustees then in office shall,

out of the property belonging to such lodge or chapter, satisfy all just

debts due from it and transfer the residue of its property to the

"trustees of the masonic hall and asylum fund," a corporation created by

chapter two hundred seventy-two of the laws of eighteen hundred

sixty-four, entitled "An act to incorporate the trustees of the masonic

hall and asylum fund," and unless reclaimed by such lodge or chapter

within three years from such transfer, in accordance with the

constitution and general regulations of such grand body, the same, with

the avails or increase thereof, shall be applied by the "trustees of the

masonic hall and asylum fund" to the benevolent purposes for which such

trustees were created in and by such act.

3. If a lodge of Odd Fellows, duly chartered by and installed

according to the general rules and regulations of the Grand Lodge of the

Independent Order of Odd Fellows of the state of New York, surrender its

charter to the grand lodge to which it is subordinate or is expelled or

becomes extinct, according to the general rules or regulations of such

grand lodge, trustees appointed by the Grand Master shall, out of the

property belonging to such lodge, satisfy all just debts due from it and

transfer the residue of its property to the Grand Lodge of the

Independent Order of Odd Fellows of the state of New York, and unless

reclaimed by such lodge within three years from such transfer, in

accordance with the constitution, by-laws, rules and regulations of such

grand lodge, the same, with the avails or increase thereof shall become

the property of the grand lodge.

4. If a lodge of Knights of Pythias, duly chartered according to the

constitution, statutes and rules and regulations of the Grand Lodge

Knights of Pythias, of the state of New York, surrenders its charter to

said Grand Lodge to which it is subordinate, or whose charter is vacated

by said Grand Lodge, or if such lodge becomes extinct, according to the

constitution, statutes and rules and regulations of said Grand Lodge,

one or more trustees appointed by the Grand Chancellor shall, out of the

real, personal or mixed property belonging to such lodge, satisfy all

just debts due from it, and transfer the residue of its property to the

Grand Lodge Knights of Pythias, of the state of New York, and, unless

reclaimed by such lodge within five years from the time when its charter

was or is surrendered or vacated, or from the time when it became or

becomes extinct, and in accordance with the constitution, statutes,

rules and regulations of said Grand Lodge, the same, with the avails or

increase thereof, shall automatically, and without further action being

required, become the property of said Grand Lodge, whenever such

surrender, vacating or extinction occurred, even if prior to the date

when this subdivision became effective; and the provisions hereof as to

the transfer of said property to said Grand Lodge shall apply to such

surrender or vacating of the charter of such lodge, or its becoming

extinct, prior to the effective date of this subdivision, if the

property thereof has not been reclaimed.

5. If a lodge of the Benevolent and Protective Order of Elks, duly

chartered according to the constitution, statutes, rules and regulations

of the Grand Lodge of the Benevolent and Protective Order of Elks,

surrenders its charter to said Grand Lodge to which it is subordinate,

or whose charter is vacated by said Grand Lodge, or if such lodge

becomes extinct, according to the constitution, statutes, rules and

regulations of said Grand Lodge, trustees appointed by the Grand Exalted

Ruler shall receive, hold, conserve, manage or sell the lodge property,

both real and personal, satisfy all just debts of the lodge, and retain

and invest the net proceeds therefrom, in trust, until such time as said

lodge may be reinstated or a new charter be granted in the same

jurisdiction, except that the Grand Exalted Ruler shall direct that the

remaining trust assets be conveyed to a tax exempt charitable

organization of the State Association or, if there is no such tax exempt

charitable organization, to the Grand Lodge Emergency Charity Fund if he

shall determine, after ten years from the creation of the trust, that

the lodge in question is not going to be reinstated or a new charter be

granted in the same jurisdiction.

6. If a lodge of Moose International, Inc., duly chartered according

to the constitution and bylaws of Moose International, Inc., surrenders

or suffers revocation of its charter to Moose International, Inc., to

which it is subordinate, or if such lodge becomes extinct, according to

the constitution and bylaws of Moose International, Inc., the

paraphernalia, supplies, property, cash and other assets remaining after

payment of all indebtedness of the lodge shall be transferred to Moose

International, which shall hold, conserve, manage or sell the property

of lodge, both real and personal, and invest the net proceeds therefrom

in a defunct lodge account, in the name of Moose International, Inc.

Reorganization. Any such lodge, chapter, commandery, consistory,

council, temple or post heretofore incorporated by the laws of this

state, or thereby heretofore enabled to take and hold real or personal

property, or both, may surrender its act of incorporation, charter or

privilege so conferred upon it, and may become enabled to take and hold

real or personal property, or both, under the provisions of this

chapter, on making and filing a certificate in the manner specified in

this chapter, and stating therein, in addition to what is required in

such a certificate, the surrender of such act of incorporation, charter

or privilege, specifying the same. The property theretofore held and

possessed by it shall be fully vested in its trustees, who shall have

all the rights, powers and privileges, and be subject to all the

provisions of this chapter.

Joint corporations. 1. Any number of masonic bodies within the

state, chartered by the Grand Lodge of Free and Accepted Masons of the

State of New York, the Grand Chapter of Royal Arch Masons of the State

of New York, the Grand Council of Royal and Select Masters of the State

of New York, the Grand Commandery of Knights Templar of the State of New

York, the Supreme Council of the Ancient and Accepted Scottish Rite for

the Northern Masonic jurisdiction, United States of America, the

Imperial Council of the Ancient Arabic Order of Nobles of the Mystic

Shrine for North America, or the Supreme Council of the Mystic Order of

Veiled Prophets of the Enchanted Realm of the United States of America,

any number of chapters of the Order of the Eastern Star chartered by the

Grand Chapter of the Order of the Eastern Star of the State of New York

and any number of masonic clubs duly chartered by or affiliated with the

National League of Masonic Clubs, and any number of courts of the Order

of the Amaranth chartered by the Grand Court of the Order of the

Amaranth of the State of New York;

2. Any subordinate courts or other bodies of the Foresters of America,

instituted, established or authorized by the supreme or a grand court

thereof;

3. Any lodges, encampments and cantons within the state chartered by

the Grand Lodge of the Independent Order of Odd Fellows, the Grand

Encampment or by the Sovereign Grand Lodge of the Independent Order of

Odd Fellows, pursuant and subject to the constitution, general rules or

laws of said order.

4. Any Rebekah lodges under the control and direction of the General

Assembly of Rebekah lodges of the State of New York, chartered by the

Grand Lodge of the Independent Order of Odd Fellows of the State of New

York, pursuant and subject to the constitution, general rules or laws of

said order or by the Sovereign Grand Lodge of the Independent Order of

Odd Fellows;

5. Any lodges or other bodies of the Knights of Pythias duly chartered

by and installed according to the general rules and regulations of the

grand lodge of Knights of Pythias of the State of New York;

6. Any post of the Grand Army of the Republic chartered and installed

according to the regulations of that organization;

7. Any lodges or other bodies of the Benevolent and Protective Order

of Elks duly chartered by and installed according to the regulations of

that organization;

8. Any lodges or other bodies of the Deutcher Orden der Harugari, duly

chartered and installed according to the general rules and regulations

of the grand lodges of the Deutcher Orden der Harugari of the state of

New York, or of the Sovereign Grand Lodge of the Deutcher Orden der

Harugari of the United States;

9. Any councils or other bodies of the Knights of Columbus chartered

and instituted by the National Council of the Knights of Columbus

pursuant to the charter, constitution and laws of said order;

10. Any tribes or other bodies of the Improved Order of Red Men

chartered and instituted according to the constitution, general rules

and regulations of the Improved Order of Red Men of the State of New

York;

11. Any councils of the Degree of Pocahontas of the state of New York;

12. Any councils of the Degree of Pocahontas of the Improved Order of

Red Men, duly chartered and instituted according to the rules and

regulations of The Great Council of New York State, Degree of Pocahontas

of the Improved Order of Red Men;

13. The State Camp of New York of The Patriotic Order Sons of America

and any subordinate camps of the Patriotic Order Sons of America duly

chartered and instituted according to the rules and regulations of the

State Camp of New York of the Patriotic Order Sons of America;

14. Any commanderies of the Knights of Malta, chartered by and

instituted according to the general rules and regulations of the Supreme

Grand Commandery of the Ancient and Illustrious Order of Knights of

Malta;

15. Any sisterhoods of the Dames of Malta, Ladies of the Order of

Saint John, Ancient and Illustrious Order, Knights of Malta, Continent

of America, chartered by and instituted according to the general rules

and regulations of the Zenodacia of the Dames of Malta;

16. Any number of posts of the American Legion chartered and installed

according to the regulations of that organization;

16-a. Any number of posts of Jewish War Veterans of the United States,

Inc., chartered and installed according to the regulations of that

organization;

16-b. Any number of posts of Catholic War Veterans, Inc., chartered

and installed according to the regulations of that organization;

16-c. Any number of garrisons of the Army and Navy Union of the United

States of America, chartered and installed according to the regulations

of that organization;

16-d. Any member of posts or councils of the Veterans of National

Guard and Naval Militia, chartered and instituted according to the

general rules and regulations of that organization:

16-e. Any number of posts of the Masonic War Veterans of the State of

New York, Incorporated, chartered and installed according to the

regulations of that organization;

16-f. Any number of posts of Italian American War Veterans of the

United States, Incorporated, chartered and installed according to the

regulations of that organization.

16-g. Any number of units of the American Legion Auxiliary and Le

Boutique des Huit Chapeaux et Quarante Femmes, chartered and installed

according to the regulations of those organizations;

16-h. Any number of units of Ladies' Auxiliary, Italian American War

Veterans of the United States, Incorporated, chartered and installed

according to the regulations of that organization.

16-i. Any number of charters of the Vietnam Veterans of America,

chartered and installed according to the regulations of that

organization;

17. Any number of trades unions, trades assemblies, trades

associations or labor organizations;

18. Any number of subordinate lodges, tribes or other bodies of any

benevolent or fraternal order or society incorporated under and pursuant

to the laws of this state;

18-a. Any subordinate lodge of the Grand Lodge of the State of New

York, Order Sons of Italy in America, Incorporated, duly chartered by

and installed according to the general rules and regulations of the

Grand Lodge of the State of New York, Order Sons of Italy in America,

Incorporated.

18-b. Any number of units of Ladies' Lodges, Grand Lodge of the State

of New York, Order Sons of Italy in America, Incorporated, duly

chartered and installed according to the regulations of that

organization.

19. Any subordinate lodges within the state, chartered by and

installed according to the general rules and regulations of the United

States Grand Lodge, Independent Order Brith Abraham of the United States

of America;

19-a. Any number of chapters of the order of the American Hellenic

Educational Progressive Association, Incorporated, duly chartered and

installed according to the constitution and laws of the supreme lodge of

said order.

19-b. Any member of posts or units of the Department of New York,

Polish Legion of American Veterans, or any subordinate post thereof,

which is duly chartered and instituted in accordance with the

constitution and by-laws of the Polish Legion of American Veterans, U.

S. A. , and the Ladies Auxiliary, Department of New York, Polish Legion

of American Veterans or any subordinate chapter thereof, which is duly

chartered and installed according to the regulations of the Polish

Legion of American Veterans.

19-c. Any number of clans of the United Scottish Clans of New York and

New Jersey, duly chartered and installed according to the regulations of

that organization;

20. A subordinate of the King of Tyre Affiliation A.F. and A.M. of the

State of New York.

21. Any of the benevolent or fraternal orders or societies, or their

subordinate bodies, enumerated in this section;

22. The International Veterans Boxers Association.

May unite in forming a corporation, providing they do not hold

membership in a similar organization, for the purpose of acquiring,

constructing, maintaining and managing a hall, temple or other building,

or a home for the aged and indigent members of such order and their

dependent surviving spouses and orphans, of acquiring, constructing,

maintaining and managing an asylum, home or school for the free

education of the orphans and children of the worthy, aged and indigent

members of the bodies so uniting and of creating, collecting and

maintaining a library for the use of the bodies uniting to form such

corporation, or for any of such purposes, but the membership of any such

lodge, chapter, commandery, consistory, council, temple, grotto, post,

tent, nest, camp, encampment, or canton will be dependent upon its

continued allegiance to the governing body by whom it was chartered,

installed, and under whose general rules and regulations it exists, and

such governing body, if its consent to such incorporation is necessary,

and it is a domestic corporation, shall have the right of visitation to

such home, asylum or school for the aged and indigent members of such

order or society, and their dependent surviving spouses and orphans, for

the purpose of controlling and arresting abuses, and to enforce a due

observance of the general laws, rules and regulations of such order or

society, governing its care, control and maintenance of aged and

indigent members, their dependent surviving spouses and orphans, in so

far as the same shall not be contrary to any law or statute.

Each body hereafter uniting to form such corporation shall at a

regular meeting thereof, held in accordance with its constitution and

general rules and regulations or by-laws, elect one or more members

thereof for a term of either one, two or three years, as the rules,

regulations and by-laws of the body may prescribe, to represent it in

such corporation. If the bodies uniting to form such corporation, do

not exceed thirty in number, then each representative so elected shall

be a trustee of said corporation, and shall make and file in the office

of the clerk of the county where such building is, or is to be located,

a certificate of such election signed and acknowledged by the highest

two officers of the body electing him, stating the time and place of the

election, its regularity, the name of the trustee, and the name of the

body from which he was elected. If the bodies uniting to form such

corporation shall exceed thirty in number then the representatives

elected as hereinbefore provided, shall assemble annually at a time and

place fixed by the constitution, by-laws, rules and regulations of the

corporation, and shall elect from amongst themselves a president,

vice-president, secretary and treasurer, each of whom shall be

ex-officio trustees of the corporation, and not less than nine nor more

than twenty-four other trustees. Each of the bodies uniting to form such

corporation shall elect not more than three representatives, who shall

be elected in the manner above prescribed and whose certificate of

election shall be made and filed in the manner and form above

prescribed. The trustees so elected shall make, acknowledge and file

with the secretary of state a certificate stating the name of the

corporation to be formed, and indorsed thereon the written consent of

the grand body to which it is subordinate, if so required by the general

rules and regulations of such superior body, its purposes and objects,

the names and places of residence of the trustees, the names of the

bodies which they respectively represent, the names of the bodies

uniting to form the corporation and their location, and the name of the

town, village or city and the county where such building is, or is to be

located; and there upon the several bodies so uniting shall be a

corporation for the purposes specified in such certificate.

Consolidation. Any two or more of the bodies enumerated in the

preceding section, having the same parent governing body, organized

under section two of this chapter may consolidate by taking such action

at any regular communication, convocation, encampment or other regular

meeting thereof, by whatever name known, held in accordance with the

constitution and general rules and regulations of the governing body to

which it is subordinate, and in conformity to its own by-laws, and shall

thereupon proceed to effect such organization in the manner provided for

in section two, as if neither body had heretofore been organized under

its provisions. When the certificate required to be filed by such body

in the office of the secretary of state under the provisions of this

article shall be so filed such separate bodies shall thereupon become

one body, and all the temporalities, and property, whether real or

personal, now vested in the trustees of each of the bodies so

consolidated, in accordance with the provisions of section three of this

chapter shall be vested in the trustees of the body formed by the

consolidation, which shall be subject to all the liabilities of the

former bodies to the same extent as if such liabilities had been

contracted or incurred by it.

Trustees. The persons executing such certificate and named

therein, shall be the board of trustees of such corporation. If but two

bodies unite to form such corporation, its by-laws may prescribe the

terms of office of the trustees. If more than two bodies so unite, the

trustees shall divide themselves by lot into three classes, not

including, however, the president, vice-president, secretary and

treasurer, if such officer shall have been elected as provided in

section seven hereof, who shall be one year trustees, so that the term

of office of the first class shall expire in one year; the term of

office of the second class, in two years; and the term of office of the

third class, in three years; provided, however, that no trustee shall

continue as such after he has ceased to be a representative.

On a vacancy occurring in the office of a trustee of such corporation,

the body which he represented shall fill such vacancy, provided the

bodies uniting to form such corporation do not exceed thirty in number,

and the person so chosen shall hold office for three years, if chosen on

the expiration of the term of his predecessor, and otherwise, until the

expiration of the original term.

But if the bodies uniting to form such corporation exceed thirty in

number, then any vacancy occurring by reason of the expiration of a term

or by failure of any trustee to be re-elected as a representative, shall

be filled for three years or for the balance of the unexpired term, as

the case may be, by the representatives in annual session; and any

vacancy occurring otherwise than as above specified, shall be filled

until the next annual meeting of the representatives by the body that

has lost representation by reason of the vacancy, when it shall be

filled by said representatives for the remainder of the unexpired term.

If the bodies uniting to form such corporation exceed thirty in number,

then the representatives, but if less than thirty in number then the

board of trustees, may admit or prescribe rules and regulations for the

admission as members of such corporation of other bodies chartered or

instituted by the same general governing body as any of the bodies named

in such certificate, or by any superior or higher jurisdiction or

governing body of the order to which any of such bodies belong, and may

prescribe rules and regulations for the withdrawal, expulsion or

suspension of any body or bodies having membership in such corporation.

Where the bodies uniting to form such corporation do not exceed thirty

in number, the board of trustees shall fix the term of office of such

trustees elected to represent new members of such corporation at one,

two or three years, and shall so apportion such new trustees that as

nearly as possible the terms of office of one-third of the trustees of

such corporation shall expire annually.

Where the organizations so united are trades unions, trades

assemblies, trades associations or labor organizations, the board of

trustees may, from time to time, admit as members of such corporation

and of such board of trustees the representatives of any other labor or

trade organization or association whether or not the same be chartered

or instituted by the same general governing body as any of the bodies

named in such certificate, or by any superior or higher jurisdiction or

governing body of the order to which such bodies belong. The board of

trustees admitting such members shall file in the county clerk's office

a certificate showing such action, and the terms of the representatives

so admitted shall be fixed as above provided in the case of other

organizations.

Every corporation formed under this chapter must file annually

immediately after its annual meeting, in the clerk's office of the

county where such building is or is to be located, a certificate giving

the names and addresses of the principal officers of the corporation and

the names and addresses of the members of the board of trustees, and the

names and location of all bodies admitted to or withdrawn or expelled

from membership since the filing of the last preceding certificate. And

the several bodies comprising such corporation may by a two-thirds vote

of all the members present at any regular or special meeting, notice

whereof has been duly given according to the constitution, rules and

regulations of such body, adopt by-laws, rules and regulations for the

management and government of such hall, temple, or other building not

inconsistent with the laws of the state or the constitution, general

rules or laws of the grand lodge or other governing body to which it is

subordinate and may therein provide for the disposition of the revenues

arising therefrom and may in such by-laws, rules and regulations limit

and define the purposes and uses to which the net revenue from said

hall, temple or other building shall be applied, and when the same shall

be concurred in by all of said bodies, they shall be binding on said

corporation and thereafter said net income shall not be devoted or

applied to any other purpose.

Powers of joint corporations. Such corporation may acquire real

property in the town, village or city in which such hall, home, temple

or building is or is to be located, and erect such building or buildings

thereupon for the uses and purposes of the corporation, as the trustees

may deem necessary, or repair, rebuild or reconstruct any building or

buildings that may be thereupon and furnish and complete such rooms

therein as may appear necessary for the use of such bodies or for any

other purpose for which the corporation is formed; and may rent to other

persons any portion of such building or real property for business or

other purposes. Until such real property shall be acquired or such

building erected or made ready for use, the corporation may rent and

sublet such rooms or apartments in such town, village or city as may be

suitable or convenient for the use of the bodies mentioned in such

certificate, or of such other bodies as may desire to use them, and the

board of trustees may determine the terms and conditions on which rooms

and apartments in such building or buildings, when erected, or which may

be leased, shall be used and occupied. Before such corporation composed

of not more than thirty bodies shall purchase or sell any real property,

or erect or repair any building or buildings thereupon, and before it

shall purchase any building or part of a building for the use of a

corporation, it shall submit to the bodies constituting the corporation,

the proposition to make such sale or purchase, or to erect or repair any

such building or buildings, or to rent any building or part thereof, for

the use of the corporation; and unless such proposition receives the

approval of two-thirds of the bodies constituting the corporation, such

proposition shall not be carried into effect. The evidence of the

approval of such proposition by any such body shall be a certificate to

that effect signed by the presiding officer and secretary of the body,

or the officers discharging duties corresponding to those of the

presiding officer and secretary, under the seal of such body. But where

land is purchased for the purpose of erecting a hall, home or temple

thereon, the buildings upon such land at the time of such purchase may

be sold by the trustees without such consent. The powers of the board of

trustees of every corporation created hereunder and composed of more

than thirty bodies, respecting sales, purchases and repairs, shall be

fixed by the by-laws adopted by the representatives of the various

bodies composing such corporation, or shall be determined by such

representatives when assembled in annual session. Every corporation

created hereunder shall have power to enforce, at law or in equity, any

legal contract which it may make with any of the bodies composing it

respecting the care and maintenance of members or other dependents of

such body, the same as if such body or bodies were not members of the

corporation. Any corporation created hereunder shall have power to take

and hold real and personal estate by purchase, gift, devise or bequest

subject to the provisions of law relating to devises and bequests by

last will and testament or otherwise.

Mortgaging property. If the funds of the corporation shall not

be sufficient to pay for any real property purchased by the board of

trustees in pursuance of law, or for the construction, repair or

rebuilding of a suitable building or buildings, and the finishing or

furnishing of apartments therefor, the corporation may issue its bonds

bearing interest, semi-annually, for such additional sum as may be

required therefor, and may execute to any such trustee or trustees, as

the board may select, a mortgage upon its real property as security for

the payment of such bonds or the corporation may borrow such additional

sum as may be required therefor of any person or corporation and execute

and deliver its bond for the moneys so borrowed and secure the payment

thereof by mortgage upon its real property as collateral thereto. The

proceeds of such bonds or such bond and mortgage shall be applied to the

payment of debts of the corporation incurred by the purchase of such

real property, or the construction and repair of a building or buildings

thereupon or the finishing or furnishing of apartments therein. Any of

the bodies specified in section seven may invest its funds in the bonds

authorized by this section to be issued. Such corporation shall have

authority also to borrow of any person or corporation such sum as in the

judgment of its board of trustees may be required to pay the cost of the

construction, repair, rebuilding or reconstruction of any such building

or buildings, and the finishing or furnishing of apartments therein, and

to secure the payment of any moneys so borrowed, and to execute and

deliver its bond for the sum so borrowed, and to secure the payment of

the same by mortgage upon its real property as collateral thereto.

Reincorporation of joint corporations. A corporation heretofore

organized, the members whereof represent lodges or bodies in any of the

benevolent or fraternal orders mentioned or described in section seven

hereof, may by a two-thirds vote of all its members present and voting

at a regular or regularly called meeting thereof, proceed to

reincorporate under this chapter with the same name and for the same

purposes for which it was originally organized. In thus proceeding to

reincorporate, the board of trustees or directors may be increased or

diminished within the limits prescribed by section seven hereof, but any

decrease in such membership shall not take effect so as to affect the

term of office of any trustee or director of the old corporation. Such

trustees or directors and the other officers of the old corporation

shall continue to serve as such under the reorganized corporation for

the term for which they were originally elected or appointed. Such

reorganization shall not effect a dissolution of the corporation, but

shall be deemed a continuation of its corporate existence without

affecting its property rights, or its liabilities, or the liabilities of

its members or officers as such; but thereafter it shall have only such

other rights, powers and privileges and be subject only to such other

duties and liabilities as a corporation created for the same purpose

under this chapter.

Placing minors by adoption. Any corporation created under

section seven of this act or reorganized under section eleven thereof,

for the purpose of acquiring and maintaining a home for the aged and

indigent members of such order and their dependent surviving spouses and

orphans, may place by adoption, according to law, minors placed in their

custody; provided authority so to do is given such corporation by the

parent, guardian or other person or persons having the lawful custody of

such minor or minors, if any such person or persons can be found, or, if

not, by the person or persons having the actual custody of such minor or

minors.

(enacted without section heading). Any corporation such as is

described in the last preceding section, now having or which may

hereafter have in its custody, a minor whose parents are both deceased

and who has no general guardian or relative capable of furnishing such

minor with a good home who will assume that responsibility, may place

such minor by adoption without obtaining anyone's consent except that of

the court or judge to whom the application for adoption is made and the

consent of such minor if over twelve years of age.

Changes of purposes and powers of corporations incorporated or

reincorporated hereunder. 1. Any corporation incorporated or

reincorporated under this chapter may, within the authority conferred

and the limitations imposed by sections seven and eight, extend, limit

or otherwise change the purposes, objects or powers, or the use or

disposition of the revenues of the corporation, by filing a certificate

in the office of the secretary of state which shall be entitled and

endorsed "Certificate of (stating the nature of the change to be

accomplished) of (name of corporation) pursuant to section fourteen of

the benevolent orders law" and shall state:

(a) The name of the corporation and the names of the several bodies

comprising such corporation;

(b) The date of filing of the certificate of incorporation or

certificate of reincorporation in each state office where filed;

(c) The purposes, powers or provisions to be amended or eliminated;

the purposes, powers or provisions to be added or substituted, and the

use or disposition to be made of the revenues of the corporation.

2. The certificate shall be executed and acknowledged by the trustees

of such corporation who shall make and annex thereto an affidavit

stating that they have been authorized to execute and file such

certificate by a two-thirds vote of all the members of each of the

several bodies comprising such corporation present at any regular or

special meeting of such body, and that notice thereof was duly given

according to the constitution and by-laws, rules and regulations of such

body.

Laws repealed. Of the laws enumerated in the schedule hereto

annexed, that portion specified in the last column is hereby repealed.

When to take effect. This chapter shall take effect immediately.