Non-profit Corporations

YSC, Title 23. Corporations, Partnerships & Associations

Chapter 8: Non-profit

Corporations

§801. Incorporation of non-profit corporations.

§802. Provisions applicable to non-profit corporations.

§803. Non-profit corporations; charter, grant of.

§804. Petition for charter; contents of.

§805. Powers prohibited for non-profit corporations.

§806. Extensions and renewals of charters and articles.

§807. Amendments of charters and articles.

§808. Voluntary transfer of corporate assets.

§809. Election of directors and cumulative voting.

§810. Exhibits of non-profit corporations.

§801. Incorporation of non-profit corporations.

A non-profit corporation may be organized as provided in sections 802 and 803 of this division.

Source: YSL 2-51 §66, modified.

Cross-reference: The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division.

§802. Provisions applicable to non-profit corporations.

All the provisions in this division shall apply to non-profit corporations, except sections 305 and 310, and except those provisions which are not applicable or are inconsistent with the provisions in this division.

Source: YSL 2-51 §67, modified.

Cross-reference: Section 305 of this division is on articles of incorporation. Section 310 of this division is on capital necessary to engage in business; liability of directors. The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division.

§ 803. Non-profit corporations; charter, grant of.

The Registrar of Corporations shall grant to all applicants who file petitions in conformity with section 804 of this chapter, charters of incorporation for the establishment and conduct of any lawful purpose, except the carrying on of a business, trade, avocation, or profession for profit. Any charter granted or corporation created under the authority of this section shall be subject to all general laws and regulations enacted in regard to corporations, and shall file with the Registrar within thirty days after adoption a certified copy of its bylaws, and any amendments or changes therein, and shall also file from time to time, whenever changes occur, the names and addresses of the officers of the corporation.

Source: YSL 2-51 §68, modified.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provision on bylaws; corporation procedure, is found in section 320 of chapter 3 of this division.

§804. Petition for charter; contents of.

(a) Any number of persons not less than three, a majority of whom are residents of the State of Yap, desiring to obtain a charter of incorporation for the purposes set forth in section 803 of this division, shall sign, verify, and file a petition with the Registrar of Corporations. The petition shall be accompanied by the proposed form of charter of incorporation which shall contain the following particulars:

(1) The name of the corporation;

(2) The location of the proposed corporation and the specific address of its initial office;

(3) The purpose or purposes for which the corporation is organized;

(4) The period of duration, which may be perpetual;

(5) The number, names, and residence addresses of the initial officers and directors;

(6) Any provision, not inconsistent with law, which the petitioners elect to set forth in the charter of incorporation for the regulation of the internal affairs of the corporation, including any provisions for the distribution of assets on dissolution or final liquidation;

(7) That the corporation is not organized for profit and that it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the corporation, and except upon liquidation of its property in case of corporate dissolution.

(b) If the petition or proposed charter presented to the Registrar is not in conformity with the requirements of this section, the Registrar shall, within 15 days, return the same to the petitioners specifying wherein it fails to conform with this section. The petitioners may amend the petition and proposed charter to comply with the requirements.

Source: YSL 2-51 §69, modified.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§805. Powers prohibited for non-profit corporations.

No non-profit corporation shall have or issue shares of stock and no dividends shall be paid and no part of the income of such corporation shall be distributed to its members, directors, or officers, except upon the liquidation of the property of the corporation upon dissolution. A non-profit corporation may pay compensation in a reasonable amount to its members, directors, or officers, for services rendered, and may confer benefits upon its members in conformity with its purposes. No loans shall be made by a non-profit corporation to its directors or officers. The directors of a non-profit corporation who vote for or assent to the making of a loan to a director or officer of the corporation, and any officer or officers participating in the making of the loan, shall be jointly and severally liable to the corporation for the amount of the loan until repayment thereof.

Source: YSL 2-51 §70.

Cross-reference: The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division. Chapter 6 of this division is on rights, duties, and liabilities.

§806. Extensions and renewals of charters and articles.

The Registrar shall extend the charter of a non-profit corporation in the same manner provided in section 312 of this division, upon the filing in his office of a verified certificate signed by any two authorized officers of the corporation showing that the proposed extension was approved by the vote of not less than two-thirds of the members present at a duly called meeting; provided, that no extension of the charter of a non-profit corporation shall become effective until it is allowed by the Registrar.

Source: YSL 2-51 §71, modified.

Cross-reference: Section 312 of chapter 3 of this division is on extensions and renewals of charters and articles. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§807. Amendments of charters and articles.

The charter of any non-profit corporation may be amended in the same manner provided in section 313 of this division, by the vote of not less than two-thirds of the members present at a meeting duly called and held for that purpose; provided that no amendment to the charter of a non-profit corporation shall become effective until it is allowed by the Registrar.

Source: YSL 2-51 §72, modified.

Cross-reference: Section 313 of chapter 3 of this division is on amendments of charters and articles. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

§808. Voluntary transfer of corporate assets.

A voluntary sale, lease, or exchange of all or substantially all of the property and assets of a non-profit corporation may be authorized in the manner provided in section 317 of this division, upon the affirmative vote or consent of three-fourths of its members.

Source: YSL 2-51 §73, modified.

Cross-reference: Section 317 of chapter 3 of this division is on voluntary transfer of corporate assets; notice to stockholders.

§809. Election of directors and cumulative voting.

Directors for a non-profit corporation shall be elected in the same manner provided in sections 501, 502, 503, and 504 of this division. Should the election be by cumulative voting, each member of the non-profit corporation shall have a number of votes equal to the number of directors to be elected at the meeting.

Source: YSL 2-51 §74, modified.

Cross-reference: Section 501 of chapter 5 of this division is on voting at meetings; section 502 is on annual meeting; section 503 is on special meetings for election of directors; and section 504 is on cumulative voting.

§810. Exhibits of non-profit corporations.

Every non-profit corporation shall annually present a full and accurate exhibit of its affairs to the Registrar of Corporations. The exhibit shall contain such information and shall be in such form as the Registrar shall require, and shall be made as of December 31 of each year, unless the corporation has adopted a fiscal year basis, in which case the exhibit shall be made as of the end of its fiscal year, and filed within 90 days immediately following the fiscal year date.

Source: YSL 2-51 §75.

Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.

	YSC, Title 23. Corporations, Partnerships & Associations
	Chapter 8: Non-profit Corporations §801. Incorporation of non-profit corporations. §802. Provisions applicable to non-profit corporations. §803. Non-profit corporations; charter, grant of. §804. Petition for charter; contents of. §805. Powers prohibited for non-profit corporations. §806. Extensions and renewals of charters and articles. §807. Amendments of charters and articles. §808. Voluntary transfer of corporate assets. §809. Election of directors and cumulative voting. §810. Exhibits of non-profit corporations. §801. Incorporation of non-profit corporations. A non-profit corporation may be organized as provided in sections 802 and 803 of this division. Source: YSL 2-51 §66, modified. Cross-reference: The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division. §802. Provisions applicable to non-profit corporations. All the provisions in this division shall apply to non-profit corporations, except sections 305 and 310, and except those provisions which are not applicable or are inconsistent with the provisions in this division. Source: YSL 2-51 §67, modified. Cross-reference: Section 305 of this division is on articles of incorporation. Section 310 of this division is on capital necessary to engage in business; liability of directors. The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division. § 803. Non-profit corporations; charter, grant of. The Registrar of Corporations shall grant to all applicants who file petitions in conformity with section 804 of this chapter, charters of incorporation for the establishment and conduct of any lawful purpose, except the carrying on of a business, trade, avocation, or profession for profit. Any charter granted or corporation created under the authority of this section shall be subject to all general laws and regulations enacted in regard to corporations, and shall file with the Registrar within thirty days after adoption a certified copy of its bylaws, and any amendments or changes therein, and shall also file from time to time, whenever changes occur, the names and addresses of the officers of the corporation. Source: YSL 2-51 §68, modified. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. The statutory provision on bylaws; corporation procedure, is found in section 320 of chapter 3 of this division. §804. Petition for charter; contents of. (a) Any number of persons not less than three, a majority of whom are residents of the State of Yap, desiring to obtain a charter of incorporation for the purposes set forth in section 803 of this division, shall sign, verify, and file a petition with the Registrar of Corporations. The petition shall be accompanied by the proposed form of charter of incorporation which shall contain the following particulars: (1) The name of the corporation; (2) The location of the proposed corporation and the specific address of its initial office; (3) The purpose or purposes for which the corporation is organized; (4) The period of duration, which may be perpetual; (5) The number, names, and residence addresses of the initial officers and directors; (6) Any provision, not inconsistent with law, which the petitioners elect to set forth in the charter of incorporation for the regulation of the internal affairs of the corporation, including any provisions for the distribution of assets on dissolution or final liquidation; (7) That the corporation is not organized for profit and that it will not issue any stock, and no part of its assets, income, or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the corporation, and except upon liquidation of its property in case of corporate dissolution. (b) If the petition or proposed charter presented to the Registrar is not in conformity with the requirements of this section, the Registrar shall, within 15 days, return the same to the petitioners specifying wherein it fails to conform with this section. The petitioners may amend the petition and proposed charter to comply with the requirements. Source: YSL 2-51 §69, modified. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §805. Powers prohibited for non-profit corporations. No non-profit corporation shall have or issue shares of stock and no dividends shall be paid and no part of the income of such corporation shall be distributed to its members, directors, or officers, except upon the liquidation of the property of the corporation upon dissolution. A non-profit corporation may pay compensation in a reasonable amount to its members, directors, or officers, for services rendered, and may confer benefits upon its members in conformity with its purposes. No loans shall be made by a non-profit corporation to its directors or officers. The directors of a non-profit corporation who vote for or assent to the making of a loan to a director or officer of the corporation, and any officer or officers participating in the making of the loan, shall be jointly and severally liable to the corporation for the amount of the loan until repayment thereof. Source: YSL 2-51 §70. Cross-reference: The statutory provisions on the organization and powers of corporations are found in chapter 3 of this division. Chapter 6 of this division is on rights, duties, and liabilities. §806. Extensions and renewals of charters and articles. The Registrar shall extend the charter of a non-profit corporation in the same manner provided in section 312 of this division, upon the filing in his office of a verified certificate signed by any two authorized officers of the corporation showing that the proposed extension was approved by the vote of not less than two-thirds of the members present at a duly called meeting; provided, that no extension of the charter of a non-profit corporation shall become effective until it is allowed by the Registrar. Source: YSL 2-51 §71, modified. Cross-reference: Section 312 of chapter 3 of this division is on extensions and renewals of charters and articles. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §807. Amendments of charters and articles. The charter of any non-profit corporation may be amended in the same manner provided in section 313 of this division, by the vote of not less than two-thirds of the members present at a meeting duly called and held for that purpose; provided that no amendment to the charter of a non-profit corporation shall become effective until it is allowed by the Registrar. Source: YSL 2-51 §72, modified. Cross-reference: Section 313 of chapter 3 of this division is on amendments of charters and articles. The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division. §808. Voluntary transfer of corporate assets. A voluntary sale, lease, or exchange of all or substantially all of the property and assets of a non-profit corporation may be authorized in the manner provided in section 317 of this division, upon the affirmative vote or consent of three-fourths of its members. Source: YSL 2-51 §73, modified. Cross-reference: Section 317 of chapter 3 of this division is on voluntary transfer of corporate assets; notice to stockholders. §809. Election of directors and cumulative voting. Directors for a non-profit corporation shall be elected in the same manner provided in sections 501, 502, 503, and 504 of this division. Should the election be by cumulative voting, each member of the non-profit corporation shall have a number of votes equal to the number of directors to be elected at the meeting. Source: YSL 2-51 §74, modified. Cross-reference: Section 501 of chapter 5 of this division is on voting at meetings; section 502 is on annual meeting; section 503 is on special meetings for election of directors; and section 504 is on cumulative voting. §810. Exhibits of non-profit corporations. Every non-profit corporation shall annually present a full and accurate exhibit of its affairs to the Registrar of Corporations. The exhibit shall contain such information and shall be in such form as the Registrar shall require, and shall be made as of December 31 of each year, unless the corporation has adopted a fiscal year basis, in which case the exhibit shall be made as of the end of its fiscal year, and filed within 90 days immediately following the fiscal year date. Source: YSL 2-51 §75. Cross-reference: The statutory provisions on the Registrar of Corporations are found in chapter 2 of this division.