(dissenting). This appeal has its origins in a $10,000,000 gift made by R. Brinkley Smithers to defendant St. Luke’s-Roosevelt Hospital Center for the creation of an alcoholism treatment program. Mr. Smithers began funding the gift in 1971 and, soon thereafter, in accordance with his desire to establish a free-standing alcohol treatment center, the hospital purchased a building at 56 East 93rd Street in Manhattan for $1,000,000. The building was to provide a non-hospital setting for the rehabilitation portion of the treatment program.
As the majority aptly notes, the relationship between Mr. Smithers and the hospital was at times strained. Yet, like the loving parent of an errant child, Mr. Smithers resolved his disputes with the hospital and kept contributing over the course of a relationship spanning 23 years, notwithstanding the hospital’s failure to honor some of his wishes and its use of funds for other than anticipated purposes.
Regardless of any disagreements between the hospital and Mr. Smithers, by 1981, Mr. Smithers agreed that changing conditions meant that the sale, of the East 93rd Street building was warranted. Hence, in a letter dated November 5, 1981 to Gary Gambuti, president of the hospital, Mr. Smithers approved of the sale of the building because he recognized that a free-standing alcoholism treatment center had become obsolete. Actually, Mr. Smithers did more than approve of the sale of *142the building, he appears to have had a role in seeking a buyer, stating in his letter:
“I got a call today from [a broker] * * * She claims that she * * * will pay $3,000,000 cash for the building.
“I know how hard up St. Luke’s-Roosevelt Hospital is and I have no objection to the sale of the building.
“When the Smithers Rehabilitation was set up, there was practically no place to send an alcoholic after detoxification for rehabilitation in the New York area. There are now quite a few facilities and most of them have the advantage of being at least a few miles out of town so there is more chance of outdoor recreation.”
Notwithstanding Mr. Smithers’s agreement, the hospital decided not to sell at that time.
Mr. Smithers’s understanding that the sale of the East 93rd Street building was inevitable is also evidenced by his letter dated October 24, 1983 to Gambuti. In that letter, Mr. Smithers set forth that he was completing the $10,000,000 pledge made in 1971 and that he wanted an endowment established. Significantly, and as the majority apparently recognizes, in discussing permitted uses of the endowment, no mention is made of the East 93rd Street building but only of one on East 58th Street.
In 1994 Mr. Smithers passed away. About a year later, the hospital decided that it wished to do that which Mr. Smithers had previously agreed to in 1981, that is, to sell the East 93rd Street building, for which there was now a purchaser willing to pay approximately $15,000,000. The hospital planned to relocate the rehabilitation portion of the program to its main complex after the sale of the building.
Mr. Smithers’s wife, Adele Smithers, the plaintiff in this action, learned of the proposed sale in March 1995, when the president of the hospital called her in order to cancel a fund-raising event that she had been organizing for two years. The event, which was to be held in her honor as well as that of her deceased husband, aimed to raise funds to enhance the East 93rd Street building.
A complaint by Mrs. Smithers to the Attorney General soon followed, leading to an extensive investigation of the hospital’s *143use of the Smithers gift. Ultimately the Attorney General determined that the proposed sale of the building would not violate the terms of the gift. Pursuant to an Assurance of Discontinuance issued by the Attorney General (see, Executive Law § 63 [15]), the hospital could sell the building, provided it retained a portion of the proceeds for the exclusive use of the treatment program.
Dissatisfied with the results of the Attorney General’s investigation, Adele Smithers obtained an order appointing her the special administratrix of her husband’s estate and in that capacity commenced this action against the hospital and the Attorney General. The action sought, inter alia, an accounting of gift funds, an order directing the hospital to conform to the terms of the gift, and an order precluding it from selling the East 93rd Street building. In prosecuting the action, Mrs. Smithers candidly acknowledged that neither she nor the estate had any continuing financial interest in, or right to exercise any control over, the gift. Supreme Court dismissed the complaint, finding that plaintiff lacked standing to prosecute the action. This appeal followed.
During the pendency of this appeal, it is uncontroverted that the hospital and the Attorney General entered into a stipulation superceding the previously issued Assurance of Discontinuance. This new stipulation provided for the hospital to dedicate the entire net proceeds arising from the $15,000,000 sale of the building to the Smithers Endowment Fund for the treatment of substance abuse, and addressed virtually all of the concerns initially voiced by plaintiff. Notwithstanding this, plaintiff continued to voice objection to the settlement apparently because it permitted the East 93rd Street building to be sold and allowed the hospital to use the funds not just for the treatment of alcohol addiction but also for the treatment of other addictions.
On this appeal, both the hospital and the Attorney General assert that Adele Smithers’s complaint must be dismissed because she lacks standing. The emergent issue, therefore, is whether Adele Smithers, as the representative of her husband’s estate, has standing to bring this action seeking to enforce the terms of a charitable gift given by her husband, the funding of which was completed approximately 12 years before this action was commenced. Because I believe that plaintiff does not have standing, I respectfully dissent.
In considering the subject of standing, I begin with the observation that, when a charitable gift is made, without any *144provision for a reversion of the gift to the donor or his heirs, the interest of the donor and his heirs is permanently excluded (see, Associate Alumni of Gen. Theological Seminary v General Theological Seminary, 163 NY 417, 422; Stewart v Franchetti, 167 App Div 541, 547). Accordingly, in the absence of a right of reverter, the right to seek enforcement of the terms of a charitable gift is restricted to the Attorney General (see, Alco Gravure v Knapp Found., 64 NY2d 458, 466; Matter of De Long, 169 AD2d 1005, 1006, lv denied 77 NY2d 809; Lefkowitz v Lebensfeld, 68 AD2d 488, 495, affd 51 NY2d 442; Stewart v Franchetti, supra; see also, Herzog Found. v University of Bridgeport, 243 Conn 1, 699 A2d 995 [Sup Ct 1997]). As unequivocally stated by the Court of Appeals in Alco Gravure v Knapp Found. (supra, at 466), the general rule is that “standing to challenge actions by the trustees of a charitable trust or corporation is limited to the Attorney-General.”
The majority seeks to avoid the impact of this general rule, pointing out that the issue the Court was addressing in Aleo Gravure was not whether a donor had standing but whether a certain group of beneficiaries had standing. While that may be an accurate observation concerning the facts in Aleo Gravure, it does not diminish or affect the general rule that the Court enunciated, that standing is limited to the Attorney General (see, Developments in the Law—Nonprofit Corporations, 105 Harv L Rev 1578, 1597).
The New York general rule on standing is not only consistent with the common-law approach (see, Herzog Found. v University of Bridgeport, supra [after conducting nationwide analysis that included New York case law and secondary authority, concluded that donors do not have standing at common law]; see also, Note, Charitable Trusts—Donor Standing Under the Uniform Management of Institutional Funds Act in Light of Carl J. Herzog Foundation, Inc. v University of Bridgeport, 21 W New Eng L Rev 131, 137), but also with the approach taken by the Restatement (Second) of Trusts (see, § 391, comments e, f). With regard to this rule, one commentator has noted that, where funds are given for a charitable purpose, without a reservation of rights:
“[t]here is no property interest left in the settlor or his heirs, devisees, next of kin, or legatees. The settlor or his successors may have a sentimental interest in seeing that his wishes are respected, but no financial [interest] * * * which the law recognizes * * * and hence neither he nor they are as a gen*145eral rule permitted to sue the trustees to compel them to carry out the trust * * * The better reasoned cases refuse to permit the settlor during his lifetime, or his successors after his death, to sue merely as settlor or successors to compel the execution of the charitable trust.” (Bogert, Trusts and Trustees, ch 21, § 415 at 53 [2d rev ed].).
In holding that standing is generally restricted to the Attorney General, our courts have pointed out that a limited standing rule is necessary to protect charitable institutions from “vexatious litigation” by parties who do not have a tangible stake in the outcome of the litigation (Alco Gravure v Knapp Found., supra at 466; Matter of De Long, supra at 1006). While the majority believes that this concern does not apply to Mrs. Smithers because her motives are altruistic (and I agree that they are), the limited standing rule enunciated by our Court of Appeals is a prophylactic one that does not permit a case-by-case inquiry into the subjective motivations of the party commencing the action. Rather, it focuses on the actual interest of the party and here Mrs. Smithers has herself conceded “that [she] ha[s] absolutely nothing to gain personally as a result of this lawsuit.”
Notwithstanding the foregoing, plaintiff argues that donor standing, qua donor, is statutorily authorized by Not-For-Profit Corporation Law (N-PCL) § 522. Plaintiffs position is without merit. Section 522 of the N-PCL sets forth the procedure a donee institution must follow when it seeks to have gift restrictions released. Specifically, subdivision (a) provides:
“With the consent of the donor in a writing acknowledged by him, the governing board may release, in whole or in part, a restriction imposed by the applicable gift instrument on the use or investment of an institutional fund.”
Plaintiff contends that, since the consent of the donor is required when an institution seeks to release gift restrictions, by necessary implication the statute grants the donor and his estate the right to take the initiative and commence an action to enforce the terms of the gift. Further consideration of the matter, however, shows otherwise.
Section 522 of the Not-For-Profit Corporation Law was modeled after section 7 of the Uniform Management of Institutional Funds Act (UMIFA) (see, Wyckoff, Practice Commentaries, McKinney’s Cons Laws of NY, Book 37, N-PCL 522 at 190). In *146the comment to section 7, the drafters of UMIFA expressly provided that the donor of a completed gift would not have standing to seek enforcement of its terms, stating:
“The donor has no right to enforce the [gift] restriction, no interest in the fund and no power to change the eleemosynary beneficiary of the fund. He may only acquiesce in a lessening of a restriction already in effect” (UMIFA § 7, comment, 7A ULA [part II] 504 [1999]).
When viewed against this backdrop it becomes apparent that, although section 522 may require the institution to obtain a donor’s consent when it seeks to release gift restrictions, it does not confer standing upon a donor, and certainly not upon his estate, to affirmatively seek enforcement of those restrictions, a right that is the Attorney General’s (see, Herzog Found. v University of Bridgeport, 243 Conn 1, 699 A2d 995, supra).1
The majority nevertheless asserts that donor standing, qua donor, was recognized by our Court of Appeals in Associate Alumni v General Theological Seminary (163 NY 417). It then goes one very significant step further, and asserts that, not only did Mr. Smithers have standing merely by virtue of his status as the donor of the gift, but that his standing somehow devolved to plaintiff as the representative of his estate. The majority’s reliance upon Associate Alumni for these views is misplaced.
Examination of Associate Alumni shows that the alumni of a seminary contributed money for the endowment of a professorship on certain specified conditions. In doing so, however, the alumni retained significant rights, including the right of nomination on the expiration of the term of the professor and the right to assign the income from the endowment to an acting professor if the office became vacant. The alumni were also entitled to be furnished with an annual statement concerning the endowment funds and could alter the conditions of the endowment by joint action of the trustees of the seminary and themselves (see, 26 App Div 144). When a dispute arose concerning the term of the professorship, the alumni, via a corporation they had formed, commenced suit.
Initially, although the Court of Appeals permitted the action to proceed, it did not, as the majority claims, hold that a donor *147has standing to seek enforcement of the terms of a gift merely because of its status as donor. Rather, the Court held that the alumni association had sufficient standing “as donor and possessor of the right to nominate to the professorship.” (163 NY, supra at 422 [emphasis added].) Therefore, properly read, Associate Alumni held only that, where a donor has retained significant rights to control the charitable gift, it has standing to seek enforcement of the terms of the gift. Significantly, others who have considered Associate Alumni have similarly concluded that it represents an exception to the general rule restricting standing to the Attorney General (see, Smith v Thompson, 266 Ill App 165, 180; 18 NY Jur 2d, Charities § 41 at 236). Thus, contrary to the majority’s position, Associate Alumni does not establish donor standing qua donor.
Any question as to this interpretation is resolved by the Court of Appeals’ citation to section 744 of 2 Perry on Trusts (see, Associate Alumni v General Theological Seminary, supra at 422). The 1899 version of that treatise (published one year before the Court’s decision), restates the common-law rule that, once a charitable gift is given, the “[h]eirs and personal representatives of a donor have no beneficial interest reverting or accruing to themselves from the breach or non-execution of a trust for a charitable use.” A fortiori, persons having no beneficial interest in a completed gift fail to have a basis for a grant of standing.2
Distilled to their essentials, what emerges from the foregoing authorities is that there are three rules governing standing in this genre of litigation. First, a donor does not have standing to seek enforcement of a gift merely because he is the donor. Second, a donor who has retained certain rights to control the gift, i.e., a right to make staff appointments or exercise other decision-making authority concerning the use of the gift, may very well have standing. Third, the donor or his heirs may also have standing if the gift reverts to the donor or his heirs upon the failure to use the gift for its intended purpose. The corollary *148to these rules is that the estate will lack standing if it has no interest in the gift after the donor’s death, i.e., there is no provision for the gift, upon misuse, to revert to the estate. Bearing these rules in mind, the fundamental flaw in the majority’s grant of standing in this case becomes evident.
The principal focus of the majority’s analysis centers upon the question of whether Mr. Smithers had standing to commence an action. As to this question, I agree with the majority that Associate Alumni supports the view that he did since he seems to have retained the right to make appointments to key staff positions. This observation, however, is irrelevant to the question presented on this appeal. Here, we are not required to determine whether Mr. Smithers would have had standing, but whether his estate has standing.
With regard to this issue, and applying the rules of standing noted above, it is uncontroverted that the estate was not the donor of the gift. Thus, even if pure donor standing were recognized (as the majority concludes), this could not be a basis for granting standing to Mr. Smithers’s estate. Next, to the extent that Mr. Smithers may have had standing based upon his right to exercise discretionary control over the gift, i.e., via the right to appoint key staffing positions (see, Associate Alumni v General Theological Seminary, supra), that right was personal to him, abated upon his death, and did not devolve to his estate (cf., EPTL 7-2.3 [a]; see, Wier v Howard Hughes Med. Inst., 407 A2d 1051 [Del]). Hence, as plaintiff concedes that the estate has no right to exercise control over the gift, this may not be a basis of standing. Finally, since it is uncontroverted that the estate does not have a right of reverter in the gift or, in fact, any right to control the gift by way of appointment to staff positions or otherwise, it follows that there is no retained interest that could support a claim of standing. In view of this, I fail to perceive the legal basis for the majority’s grant of standing to plaintiff.
To all of this, the majority responds: “We have seen no New York case in which a donor attempting to enforce the terms of his charitable gift was denied standing to do so.” It seems to me that this is hardly a basis upon which to grant standing to a decedent’s estate, especially in view of all of the countervailing authority.
If there were any doubt as to the foregoing analysis, it seems to me that such doubt is resolved by N-PCL 522 (b). As indicated, subdivision (a) of N-PCL 522 requires an institution to obtain the consent of the donor in order to release gift *149restrictions. Where, however, the donor’s consent cannot be obtained by reason of his death, subdivision (b) merely requires the institution to apply to either the Supreme Court or Surrogate’s Court (depending on the circumstances) for a release, and to notify the Attorney General of the application (see, N-PCL 522 [b]).
Significantly, the statute does not require the estate of a deceased donor to be made a party to the application. Nor does the statute even require that the estate be given notice of the application. If the estate’s consent to the application is not required (and, as noted, there is not even a notification requirement), it is self-evident that the estate does not have standing to interpose itself, via an independent action, in what is, statutorily, a matter between the court, the Attorney General, and the charitable institution (cf., Matter of Swan, 237 App Div 454, affd sub nom. Matter of St. John’s Church, 263 NY 638 [in an action to release gift restrictions, heirs of donor were not necessary parties since there was no right of reverter]; see also, Wier v Howard Hughes Med. Inst., supra [administrator of estate does not have standing to enforce the terms of a gift made by his decedent]).
The inappropriateness of permitting plaintiff to interpose herself in these circumstances is also highlighted by Executive Law § 63 (15). This section provides that:
“In any case where the attorney general has authority to institute a civil action or proceeding in connection with the enforcement of a law of this state, in lieu thereof he may accept an assurance of discontinuance of any act or practice in violation of such law from any person engaged or who has engaged in such act or practice.”
Exercising their statutorily-granted authority, two successive Attorneys General have entered into agreements with St. Luke’s-Roósevelt Hospital Center concerning the direction of the charitable gift at issue. This action, no matter how viewed, seeks to set aside those agreements. The second of those agreements, via an Assurance of Discontinuance, addresses all of the issues concerning Mr. Smithers’s gift, including a return of all monies that were diverted from their intended uses. The agreement further requires that it be submitted to Supreme Court for approval. What is evident is that the Attorney General and the hospital are following the precise statutory mandates found in Executive Law § 63 (15) and N-PCL 522 (b). By determining that plaintiff may pursue the instant action, *150the majority necessarily concludes that a decedent’s estate, which has no interest in a gift, may prevent the New York State Attorney General from exercising his discretion in determining how to prosecute alleged violations of law. This, it seems to me, is incongruous with the aforementioned statutes (see, People v Bunge Corp., 25 NY2d 91).
In the end, the majority holds that a donor’s estate has standing to commence an enforcement action against a charitable institution to which the donor contributed. The authorities I have cited establish that primary responsibility in this area is reposed in the Attorney General, and there is no authority supporting the majority’s position that a donor’s estate, in the absence of some continuing right in relation to the gift, has standing to enforce the terms of the gift.
Accordingly, I vote to affirm the order dismissing the complaint.
Mazzarelli, J. P., and Lerner, J., concur with Ellerin, J.; Friedman, J., dissents in a separate opinion.
Order, Supreme Court, New York County, entered December 18, 1998, modified, on the law, to grant plaintiffs motion for a preliminary injunction to the extent of staying disbursement of the proceeds on the sale of the East 93rd Street building, to deny defendants’ motion to dismiss the complaint and to reinstate the complaint, and otherwise affirmed, without costs.
. The reason that the drafters of UMIFA sought to preclude any affirmative right of enforcement was to avoid the potential negative tax implications that would befall a donor if the rule were otherwise (see, Herzog Found. v University of Bridgeport, supra, 243 Conn at 14, 699 A2d at 1001).
. Although the majority believes that Associate Alumni’s citation to Mills v Davison (54 NJ Eq 659, 35 A 1072) supports the conclusion that our Court of Appeals adopted a pure donor standing rule, it does not. The rule in New Jersey both before and after Mills has been that a donor generally lacks standing (see, Ludlam v Higbee, 11 NJ Eq 342; Leeds v Harrison, 7 NJ Super 558, 72 A2d 371). In fact, in Leeds (supra, 7 NJ Super at 575, 72 A2d at 380) the court specifically noted that there was standing in Mills not because plaintiffs were the donors but because they were cestui que trust, which means: “he for whose benefit the trust was created” (see, Black’s Law Dictionary 221 [7th ed]).