Any member of a fire protection or EMS corporation faced with the daunting task of reviewing or amending the corporations bylaws has no doubt wondered where to start. Since almost all fire departments and many ambulance companies in New York are not for profit companies, the starting point must be the New York State Not For Profit Corporation Law. If you are unsure of whether or not your corporation is for profit or not for profit, you may consult another article entitled “Is your corporation not for profit?” You may also consult the section of the EMSFIRELAW.COM website entitled “About your corporation” for this information.
The Not For Profit Corporation Law provides numerous provisions which either must be in the bylaws, or that in lieu of a provision addressing a certain issue, will be the “default” rule. The law is long and in many cases complicated, but must be consulted when reviewing and amending the bylaws.
For example, every day tasks such as sending notices to regular meetings and special meetings of the board of directors or the general membership are regulated. Failing to comply with many requirements may make a vote illegal or unenforceable. Other topics regulated include, but are not limited to:
quorums, notices of meetings, proxies, amending bylaws, dues and fines, annual meetings, reports of directors, providing loans, conflicts of interests of directors and officers, and indemnification of officers and directors.
In short, almost every facet of running your corporation is dictated by New York Law. Bradley M. Pinsky, Esq. assists his clients with avoiding the numerous pitfalls of New York’s Not For Profit Corporation Law and with drafting bylaws that comply with this law.