On March 25, 2019, USAE News provided commentary on alterations to the New York Not-for-Profit Corporations Law (N-PCL), based on an alert, "Something Old and Something New: What New York Nonprofits with Members Need to Know," by Cindy Lewin, Anne Gerson, and Ryan Kasdin.
Beginning July 1, New York not-for-profit corporations with members will be required to have a minimum of three members, directly or indirectly.
According to the alert, a little-known provision of the N-PCL may help some membership corporations adapt to an increase in their membership and help others make both their routine and their extraordinary actions a little easier to administer, noted the alert.
"The general rule for members acting outside of a meeting is that any written consent must be unanimous," the alert said. "In other words, members can't vote outside of a meeting. This is also true for boards of directors, but as the membership of a not-for-profit corporation can number in the hundreds or thousands, this provision can essentially eliminate all member actions outside of a meeting. While membership corporations sometimes rely on proxies to mitigate the challenge of membership action, there is another way!"