Section 1401. Private and family cemetery corporations.
1402. Fire corporations.
1403. Corporations for the prevention of cruelty.
1404. Christian associations.
1405. Soldiers` monument corporations.
1406. Medical societies.
1407. Alumni corporations.
1408. Historical societies.
1409. Agricultural and horticultural corporations.
1410. Boards of trade and chambers of commerce.
1411. Local development corporations
1412. University faculty practice corporations.
S 1401. Private and family cemetery corporations.
(a) Private cemetery corporation. Seven or more persons may become a
private cemetery corporation by setting off for a private cemetery
enclosed real property, to the extent of not more than three acres, and
by electing at a meeting of the owners of the property so set off, at
which not less than seven shall be present, three of their number to be
directors, to hold office for five years. The chairman and secretary of
such meeting shall make, sign and acknowledge, and file in the office of
the clerk of the county in which such real property is situated, a
certificate containing the name of the corporation, a description of the
lands so purchased or set apart, and the names of the directors. No such
cemetery shall be located within one hundred rods of any dwelling-house
without the written consent of the owner thereof. Additional lands not
exceeding three acres may be acquired by a private cemetery corporation;
but no additional lands so purchased or otherwise acquired shall be used
for the purpose of burial within three hundred feet of any dwelling
without the written consent of the owner thereof.
(b) Removal of remains from private cemeteries to other cemeteries.
The supervisor of any town containing a private cemetery may remove any
body interred in such cemetery to any other cemetery within the town, if
the owners of such cemeteries and the next of kin of the deceased
consent to such approval. The owners of a private cemetery may remove
the bodies interred therein to any other cemetery within such town, or
to any cemetery designated by the next of kin of the deceased. Notice of
such removal shall be given within ten days before such removal
personally or by mail to the next of kin of the deceased if known.
(c) Family cemetery corporations. Any person, by deed or devise, may
dedicate land to be used exclusively for a family cemetery. The
executors, administrators or trustees of a deceased person, with the
written authority of all of his surviving heirs, next of kin, devisees
and legatees, executed in person or by an attorney, or if infants, by
legal guardian, may dedicate lands of such deceased person exclusively
for a family cemetery, or may purchase with the funds of the estate,
suitable lands therefor. The land so dedicated shall not exceed three
acres, not be located within one hundred rods of a dwelling-house,
without the consent of the owner, unless such land, at the time of
dedication, is in actual use for burial or cemetery purposes within the
limits of a city. The instrument dedicating such land shall describe the
same, may appoint directors to manage such cemetery, prescribe, or
provide for making rules, directions or by-laws for such management,
direct the manner of choosing successors to the directors, specify their
qualifications, and grant to them and their successors money or personal
property as a fund for maintaining, improving and embellishing the
cemetery, in accordance with the deed or will, or the written authority
of the heirs, next of kin, devisees and legatees. The instrument
dedicating land for a family cemetery, together with the authority, if
any, of the heirs, next of kin, devisees and legatees of the deceased
person, shall be filed in the office of the county clerk of each county
in which the cemetery is to be situated. The directors before entering
on their duties, shall file in the office of the county clerk of each
such county, a written acceptance of their appointment; and thereupon
they and their successors shall constitute a corporation under the name
designated in such instrument. A fund created by will for the purpose of
maintaining, improving and embellishing such a cemetery shall not exceed
ten per centum of the net value of the estate of the testator. Such
corporation before receiving any property, money or funds for improving,
maintaining and embellishing the cemetery, shall execute to the
surrogate of the county in which such real property is situated, a bond
with sureties, or the bond of a surety company, approved by him, in a
penalty of twice the principal sum of the fund placed in charge of the
corporation, conditioned for the faithful preservation and application
thereof according to the rules, directions or by-laws prescribed in the
instrument under which the appointment of such directors was made, and
renew such bond or execute a new bond whenever required so to do by such
surrogate. At least once in each year and oftener if required by the
surrogate the corporation shall file with him a verified account of its
receipts and expenditures on account of the funds in its hands, or under
its control, together with vouchers for all disbursements. Any person
may bequeath or transfer to, and any such corporation may take, money or
personal property by will, deed or other transfer, upon trust, to hold
and apply to dispose of the same for the purpose of maintaining,
improving and embellishing any lot, plot or portion of such cemetery,
either according to the discretion of the directors, or for such time
and upon such terms and conditions, if any, as to the application,
investment and reinvestment of the principal and income and otherwise as
shall be stated in the instrument creating the trust as agreed upon, but
no such trust fund created by will shall exceed ten per centum of the
net value of the estate of the testator. The corporation shall give
security and account for such money or personal property as hereinbefore
provided.
If security is furnished by a surety company bond, the reasonable
expense thereof shall be a charge against the funds of the corporation.
(d) Type of corporation. A family or private cemetery corporation is a
type B corporation under this chapter.
(e) Private and family cemetery corporations; prohibitions. (1) No
private or family cemetery corporation shall, directly or indirectly:
(i) sell, or have, enter into or perform a lease of any of its real
property to a funeral entity, or use any of its property for location of
a funeral entity;
(ii) commingle its funds with a funeral entity;
(iii) direct or carry on its business or affairs with a funeral
entity;
(iv) authorize control of its business or affairs by a funeral entity;
(v) engage in any sale or cross-marketing of goods or services with a
funeral entity;
(vi) have, enter into or perform a management or service contract for
cemetery operations with a funeral entity; or
(vii) have, enter into or perform a management contract with any
entity, other than a not-for-profit cemetery corporation.
(2) Only the provisions of subparagraphs (i) and (ii) of subdivision
one of this paragraph shall apply to cemetery corporations with thirty
acres or less of real property dedicated to cemetery purposes, and only
to the extent the sale or lease is of real property dedicated to
cemetery purposes, and such cemeteries shall not engage in the sale of
funeral home goods or services, except if such goods and services are
otherwise permitted to be sold by cemeteries.
(3) For the purposes of this paragraph, "funeral entity" means a
person, partnership, corporation, limited liability company or other
form of business organization providing funeral home services, or
owning, controlling, conducting or affiliated with a funeral home, any
subsidiary thereof or an officer, director or stockholder having a ten
per centum or greater proprietary, beneficial, equitable or credit
interest in a funeral home.
S 1402. Fire corporations.
(a) Certificate of incorporation; additional contents.
In addition to the requirements of section 402 (Certificate of
incorporation; contents), the certificate of incorporation of a fire
corporation shall state the precise boundaries of the territory in which
the corporation intends to operate.
(b) Type of corporation.
A fire corporation is a Type B corporation under this chapter.
(c) Appointment of firemen.
(1) A person shall not be eligible to be named in the certificate of
incorporation of a fire corporation unless he shall be at least eighteen
years of age and a resident of a city, village, fire district, or town
outside of villages and fire districts, where the fire corporation
intends to operate.
(2) If the fire corporation becomes part of the fire department of a
city, village or fire district, a person shall not be eligible to be
elected as a member or to continue as a member except as provided by law
for volunteer members of the fire companies in such city, village or
fire district.
(3) In towns outside of villages and fire districts, the consent of a
majority of the members of the town board to the formation of a fire
corporation shall constitute an appointment of the persons named in the
certificate of incorporation as town firemen. Thereafter, other eligible
persons may be elected as members pursuant to the by-laws of the fire
corporation, but the election of a member must be approved by the town
board of each town which consented to the formation of the fire
corporation. Such a person shall be a resident of the territory
specified in the certificate of incorporation or of territory outside
such boundaries which is afforded fire protection by the fire
corporation pursuant to a contract for fire protection under which a
cash consideration is received by the corporation or for which
negotiations for renewal of such a contract are pending. The membership
of any volunteer member shall terminate when he ceases to be a resident
of such inside or outside territory, except that the corporation may
authorize his continued membership where he notifies the secretary of
the fire corporation (a) that he plans to change his residence to a
territory which is not in such inside or outside territory, and (b) that
by reason of his residence in the vicinity or his usual occupation he
will be available to render active service as a volunteer fireman in
either such inside or such outside territory. Voting for such
authorization shall be pursuant to the by-laws. Such authorization shall
not become effective unless approved by resolution of the town board of
each town which consented to the formation of the corporation. Any
membership so continued shall terminate when the member can no longer
meet the requirements of this subparagraph. A person who cannot meet the
residence requirements of this subparagraph may be elected to membership
as a volunteer member if by reason of his residence in the vicinity or
his usual occupation he will be available to render active service as a
volunteer fireman in such inside or outside territory. Voting for such
election shall be pursuant to the by-laws. Such election shall not
become effective unless approved by resolution of the town board of each
town which consented to the formation of the corporation. Such
membership shall terminate when the member can no longer meet the
requirements of this subparagraph. The election or continuance of any
person as a member shall be deemed to have been approved by the town
board pursuant to this subparagraph in the event that no action is taken
by the town board, either approving or disapproving, within forty days
in the case of residents of the territory specified in the certificate
of incorporation or of outside contract territory, and within seventy
days in the case of all others, after service of written notice of such
election or continuance of membership shall have been made by the
secretary of the corporation upon the town clerk, either personally or
by mail. The membership of any volunteer fireman shall not be continued
pursuant to this subparagraph, and persons who do not reside in the
territory specified in the certificate of incorporation or in territory
protected pursuant to a contract for fire protection shall not be
elected to membership, if, by so doing, the percentage of such
nonresident members in the fire corporation would exceed forty-five per
centum of the actual membership thereof. Nonresidents of the territory
specified in the certificate of incorporation whose volunteer membership
has been authorized or continued pursuant to this subparagraph may be
elected or appointed to any office in the fire corporation and shall
have all the powers, duties, immunities, and privileges of resident
volunteer members except a non-resident of this state whose membership
has been continued pursuant to this subparagraph, or who was elected to
membership pursuant to this subparagraph, shall not be considered to be
performing any firemanic duty, or to be engaged in any firemanic
activity, as a member of the fire company while he is outside of this
state unless and until he has first reported to the officer or fireman
in command of his fire department, or any company, squad or other unit
thereof, engaged or to be engaged in rendering service outside this
state, or has received orders or authorization from an officer of the
fire department or fire company to participate in or attend authorized
activities outside of this state in the same manner as resident members
of the fire company. A person shall not be eligible to volunteer
membership in any other fire corporation or fire company at one time.
The provisions of this subparagraph shall not be deemed to authorize the
election or the continuance of any person as a member of the corporation
if such election or continuance of membership shall be contrary to the
by-laws, rules or regulations of the fire corporation.
(4) A person who has been convicted of arson in any degree shall not
be eligible to be named in the certificate of incorporation of a fire
corporation, or to be elected or appointed as a volunteer member of a
fire corporation. The membership of any volunteer member of a fire
corporation shall immediately terminate if he is convicted of arson in
any degree while a member of a fire corporation.
(5) Upon application by any person for membership in a fire
corporation operating pursuant to this section, the fire chief shall
cause the applicant`s background to be checked pursuant to section eight
hundred thirty-seven-o of the executive law for a criminal history
involving a conviction for arson.
(d) Incorporation of fire corporations in towns legalized.
Any fire, hose, protective or hook and ladder corporation heretofore
organized under any general law with the consent of the town board in
the territory served by such corporation is hereby legalized and
confirmed, notwithstanding the omission of any town board to appoint or
confirm the members of such corporations as town firemen. Any such
corporation shall hereafter be subject to the provisions of this
section.
(e) Powers.
(1) A fire, hose, protective or hook and ladder corporation
heretofore incorporated under any general law or a fire corporation
hereafter incorporated under this section shall be under the control of
the city, village, fire district or town authorities having, by law,
control over the prevention or extinguishment of fires therein. Such
authorities may adopt rules and regulations for the government and
control of such corporations. Notwithstanding the provisions of any such
local law, a person who has been convicted of arson in any degree shall
not be eligible for nomination, election or appointment to any office of
the corporation, nor may such person serve as director of the
corporation. Any fire corporation officer or director who is convicted
of arson in any degree during his term of office shall be disqualified
from completing such term of office.
(2) Where a fire corporation formed outside of a city, village or fire
district furnishes fire protection to territory outside of the
boundaries specified in its certificate of incorporation, the fire
corporation and the members thereof shall be under the exclusive control
of the town board of the town in which the fire corporation maintains
its apparatus.
(3) The emergency relief squad of a fire corporation incorporated
under this section or subject to the provisions thereof shall have power
to furnish general ambulance service when duly authorized under the
provisions of section two hundred nine-b of the general municipal law.
(4) Any fire company incorporated under this section or subject to the
provisions thereof shall have power to engage in fund raising activities
pursuant to section two hundred four-a of the general municipal law.
5. Any fire company incorporated under this section or subject to the
provisions thereof shall have power, subject to the approval or
authorization of the town board, to attend a funeral.
(f) Directors to file report.
It shall be the duty of the directors of all fire, hose, protective or
hook and ladder corporations incorporated under a general law or of a
fire corporation formed under this section in territory outside of
cities or villages, or a majority of them, on or before the fifteenth
day of January in each year, to make and file in the county clerk`s
office, where the certificate of incorporation is filed a verified
certificate, stating the names of the directors and officers of the
corporation, containing an inventory of its property, a statement of its
liabilities and that the corporation has not engaged, directly or
indirectly, in any business other than that set forth in its certificate
of incorporation.
(g) Firemen`s exemption.
Every active fireman who shall be a member of a corporation subject to
the provisions of this section shall be entitled to all the rights
granted by law to volunteer firemen and every such active fireman who
shall meet the requirements of section two hundred of the general
municipal law shall be entitled to the additional rights granted by law
to exempt volunteer firemen.
(h) Legalization of membership of fire corporations in towns outside
villages and fire districts.
(1) Any person:
(A) who was recognized prior to the first day of July, nineteen
hundred fifty-four, as a volunteer member of a fire corporation subject
to the provisions of this section located in a town outside villages and
fire districts by the town board or by the officers and members of the
fire corporation, and
(B) who rendered active service with such fire corporation prior to
such date, and
(C) who was, at the time of his election to membership, a resident of
the territory specified in the certificate of incorporation or of
territory outside such boundaries which was afforded fire protection by
the fire corporation pursuant to a contract for fire protection,
shall for all purposes in law be considered to have been duly elected
and confirmed as a member in such fire corporation as of the date of
such confirmation, if any, and, if none, then as of the date of such
election; notwithstanding that there may have been some legal defect in
such election, or the proceedings precedent thereto, or a failure of the
town board to confirm such member, as provided by the law in force at
the time of such election, and the status of such person as a volunteer
fireman as of the date of such confirmation or election is hereby
legalized, validated and confirmed. This subparagraph shall not apply to
a person, if any, whose volunteer membership in a fire corporation was
declared invalid by a court of competent jurisdiction prior to the first
day of January, nineteen hundred fifty-five.
(2) Any person:
(A) who was recognized on or after the first day of July, nineteen
hundred fifty-four and prior to the first day of January, two thousand
three as a volunteer member of a fire corporation subject to the
provisions of this section located in a town outside villages and fire
districts by the town board or by the officers and members of the fire
corporation, and
(B) who rendered active service with such fire corporation between
such dates, and
(C) who was, at the time of his election to membership, a resident of
the territory specified in the certificate of incorporation or of
territory outside such boundaries which was afforded fire protection by
the fire corporation pursuant to a contract for fire protection, or who
was a nonresident elected to membership or who was continued as a
member, pursuant to the provisions of subparagraph (A) shall for all
purposes in law be considered to have been duly elected and confirmed,
or continued, as a member in such fire corporation as of the date of
such confirmation, if any, and, if none, then as of the date of such
election or, in the case of a continuance, as of the date of approval,
if any, by the town board and, if none, as of the date of authorization
of continuance by the fire corporation; notwithstanding that there may
have been some legal defect in such election, or the proceedings
thereto, or a failure of the town board to confirm the election, or
approve the continuance of membership, of such member, as provided by
the law in force at the time of such election or continuance, and the
status of such person as a volunteer fireman as of such date is hereby
legalized, validated and confirmed. This subparagraph shall not apply to
a person, if any, whose volunteer membership in a fire corporation was
declared invalid by a court of competent jurisdiction prior to the first
day of January, two thousand three.
(i) Discrimination because of race, color, creed or national origin
prohibited.
(1) It shall be an unlawful discriminatory practice for any volunteer
fire department, fire company or fire corporation, through any member or
members thereof, directors, officers, members of a town board, board of
fire commissioners or other body or office having power of appointment
of volunteer firemen in any fire department, fire company or fire
corporation pursuant to this section, because of the race, creed, color,
national origin, sex or marital status of any individual, to exclude or
to expel from its volunteer membership such individual, or to
discriminate against any of its members because of the race, creed,
color, national origin, sex or marital status of such volunteer members.
(2) Any person claiming to be aggrieved by an unlawful discriminatory
practice pursuant to this paragraph may by himself or his attorney at
law make, sign and file with the state division of human rights, a
verified complaint which shall set forth the particulars of the alleged
unlawful discriminatory practice and contain such other information as
the division of human rights may require. The division shall thereupon
cause to be made an investigation and disposition of the charges
pursuant to the provisions of article fifteen of the executive law.
S 1403. Corporations for the prevention of cruelty.
(a) Prohibition of new corporations in certain counties.
(1) A corporation for the prevention of cruelty to animals shall not
hereafter be incorporated for the purpose of conducting its operations
in the counties of New York, Kings, Queens, Richmond, Rensselaer, or
Westchester outside of the city of Yonkers; or in any other county if
thereby two or more such corporations would exist in such county except
as provided in subparagraph three hereof. Any corporation for the
prevention of cruelty to animals may exercise its powers and conduct its
operations in any adjacent county in which no such corporation exists
until the establishment of such a corporation therein.
(1-a) No corporation for the prevention of cruelty to children, or for
the dual purpose of prevention of cruelty to children and cruelty to
animals shall be incorporated on or after November first, nineteen
hundred eighty-nine. Any such corporations, incorporated prior to
November first, nineteen hundred eighty-nine, may exercise their powers
and conduct their operation in any adjacent county in which no such
corporations exist until the establishment of such corporations therein
prior to November first, nineteen hundred eighty-nine. The Brooklyn
society for the prevention of cruelty to children may exercise all its
powers in the county of Nassau until a society for the prevention of
cruelty to children shall be incorporated prior to November first,
nineteen hundred eighty-nine, and located therein, and may exercise all
its powers in the county of Suffolk until such a corporation is
incorporated prior to November first, nineteen hundred eighty-nine, and
located therein.
(2) In addition to the requirements of section 402, a certificate of
incorporation under which an additional corporation is formed in the
City of Yonkers must designate such city as the place where its
operations are to be conducted.
(3) In any county having a population of one hundred thousand or less,
where there is already in existence a corporation duly incorporated for
the prevention of cruelty to animals and where it appears that the
functions of such corporation are confined to a local area in such
county and where it further appears that part of such county is not
served by the existing corporation, an application may be made for the
incorporation of a second such corporation in such county. If it appears
to the satisfaction of the court that such existing corporation does not
serve the area from which the application for incorporation of a new
corporation is made, the court shall approve the proposed certificate of
incorporation.
(b) Special powers. (1) A corporation formed for the purpose of
preventing cruelty to children, when represented by an attorney duly
admitted to the practice of law, may prosecute a complaint before any
court, tribunal or magistrate having jurisdiction, for the violation of
any law enacted to prevent (i) the abuse, maltreatment or neglect of a
child, as those terms are defined in section four hundred twelve of the
social services law and section one thousand twelve of the family court
act, or (ii) the exploitation of or harm to a child at the hands of an
adult that would constitute a violation of article one hundred twenty,
one hundred thirty, one hundred thirty-five, two hundred sixty or two
hundred sixty-three of the penal law, and may aid in presenting the law
and facts to such court, tribunal or magistrate in any proceeding
therein.
(2) A corporation formed for the purpose of preventing cruelty to
animals may prefer a complaint before any court, tribunal or magistrate
having jurisdiction, for the violation of any law relating to or
affecting the prevention of cruelty to animals, and may aid in
presenting the law and facts to such court, tribunal or magistrate in
any proceeding therein.
(3) A corporation for the prevention of cruelty to children may be
appointed guardian of the person of a minor child during its minority by
a court of record, or a judge thereof, and may receive and retain any
child at its own expense on commitment by a court or magistrate.
(4) All magistrates, peace officers, acting pursuant to their special
duties and police officers shall aid such a corporation, its officers,
agents and members in the enforcement of laws enacted to prevent (i) the
abuse, maltreatment or neglect of a child, as those terms are defined in
section four hundred twelve of the social services law and section one
thousand twelve of the family court act, or (ii) the exploitation of or
harm to a child at the hands of an adult that would constitute a
violation of article one hundred twenty, one hundred thirty, one hundred
thirty-five, two hundred sixty or two hundred sixty-three of the penal
law, and for the prevention of cruelty to animals.
(c) Type of corporation. A corporation for the prevention of cruelty
is a Type B corporation under this chapter.
S 1404. Christian associations.
(a) Certificate of incorporation; additional contents.
In addition to the requirements of section 402, the certificate of
incorporation of a Young Men`s or a Young Women`s Christian Association
shall state the qualifications of active membership; and may name, in
addition to the directors, six trustees and shall divide such trustees
into three classes to hold office for one, two and three years
respectively, or until their successors are elected by the board of
directors.
(b) Type of corporation.
A christian association is a Type B corporation under this chapter.
(c) Directors and trustees.
(1) The trustees of a corporation organized for the purposes of a
young men`s christian association or a young women`s christian
association, with the president of the corporation shall be a board of
trustees thereof, and hold and control the real property of the
corporation and all gifts and bequests of money to be held in trust.
They or the directors if there is no board of trustees shall pay the
income of such property to the treasurer of the corporation so long as
the income shall be expended by the directors thereof for the purposes
for which the corporation was formed. Such association may, by
amendment to its certificate of incorporation, in the manner provided by
law, eliminate its board of trustees, in which case the real property,
gifts, bequests and other grants held in trust by such trustee shall be
transferred to its board of directors which shall hold and control the
real property of the corporation and all gifts and bequests of money to
be held in trust.
(2) The real property of such corporation shall not be liable for any
debt or obligation contracted without the approval of the board of
trustees.
(3) In all proceedings for the purchase, sale, mortgage and lease of
real property, the board of trustees of such a corporation shall perform
the functions of the board of directors.
(4) The board of directors shall have the management and control of
the property and affairs of the corporation, except as such management
and control is vested by law in the board of trustees.
(5) A young men`s christian association incorporated prior to
eighteen hundred and eighty-seven may create a board of trustees
possessing the qualifications and divided into classes, and such board
shall have the powers set forth in this paragraph.
(6) A young men`s christian association incorporated prior to
nineteen hundred and eight may divide its trustees into classes.
(d) Dissolution. Whenever any young men`s christian association
subject to this section shall cease to carry out the objects set forth
in its certificate of incorporation, according to the general rules and
regulations of the national board of young men`s christian
associations, or shall abandon or discontinue for one year the use of
any of its property for such objects, then upon the verified petition of
a majority of the directors of such association upon fourteen days`
notice to the national board by service thereof upon its chairman and
secretary or in the event of the failure of such directors to act, upon
the verified petition of the national board of young men`s christian
associations, upon fourteen days` notice to such association by service
thereof upon its president or any director thereof, and upon one of the
trustees thereof, and upon notice to the attorney general, the supreme
court, upon satisfactory proof by affidavit or otherwise of such failure
or abandonment, must make a final order dissolving such corporation.
Upon the entry of such order, the corporation shall be dissolved, and
thereupon the national board of young men`s christian associations may
take possession of the property of the corporation and manage the same,
or if authorized by the concurring vote of two-thirds of the members of
the national board may sell or lease the same and apply the proceeds
thereof after the payment of the debts, if any, of the corporation
solely to such purposes as those for which the corporation was
organized.
(e) Incorporation of county committees.
(1) Five or more men resident in any county of this state, appointed
by the national board of Young Men`s Christian Associations, to act as
the county committee of Young Men`s Christian Associations for such
county, may form a corporation under the provisions of this chapter
under the name of "The County Committee of the Young Men`s Christian
Association of ..................... County," (the blank space being
filled by the name of the county in which the incorporators reside.)
(2) The management and control of the property and affairs of such
corporation shall be vested in its members and their successors in
office, except that the powers and duties of the trustees thereof shall
be those specified in paragraph (a); and the successors of such members
shall be elected annually at a meeting of the Young Men`s Christian
Associations of the county for which such committee has been appointed,
at which meeting each association may be represented by one delegate for
each ten active members of such association. A plurality vote of the
delegates present, and voting at such meeting, shall be sufficient to
elect. If any vacancy in the membership of such corporation shall occur
during the interim between the regular elections, it may be filled by
the remaining members.
(3) The officers of the corporation shall consist of a chairman,
treasurer and secretary, and such other officers as the members may
decide; and shall be elected annually by such members from their own
number.
S 1405. Soldiers` monument corporations.
(a) Property; erection of monuments.
A corporation formed for the purpose of erecting and maintaining a
monument or memorial, including a memorial hall or building to
perpetuate the memory of persons who served in the armed forces of the
United Colonies or of the United States in the Revolutionary War, the
Civil War, or in any other war in which the United States has been
engaged may acquire and hold real property necessary for its corporate
purposes, and may erect any such monument, monuments or memorial upon
any public street, square or ground of any town, city or village, with
the consent of the proper officers thereof, or may purchase or accept
the donation of land suitable for that purpose; and may take and hold
the property given, devised or bequeathed to it in trust, to apply the
same or the income or proceeds thereof for the erection, improvement,
embellishment, preservation, repair, renewal, care and maintenance of
such monument, monuments or memorial, or of any structure, fences or
walks upon its lands, or for planting or cultivating trees, shrubs,
flowers and plants, in and around or upon its lands, or for improving or
embellishing the same in any manner consistent with the design and
purposes of the association, according to the terms of such grant,
devise or bequest. It may take by gift or purchase any lots or lands in
any cemetery to be used and occupied exclusively for the burial of
honorably discharged members of the armed forces who served in any of
such wars, and for the erection of suitable monuments or memorials
therein.
(b) Type of corporation.
A soldiers` monument corporation is a Type B corporation.
(c) Town and village aid.
The town clerk of a town or the board of trustees of a village, upon
the petition of twenty-five resident taxpayers, shall submit to a
biennial town meeting or village election, as the case may be, a
proposition to raise by taxation a sum stated therein, not exceeding
five hundred dollars in any one year, to be spent during the fiscal year
for which such tax is to be levied, for the purpose of erecting such a
monument, or contributing to the expense of such a monument, erected by
a corporation specified in this article, or for repairing, improving and
maintaining the same and the grounds thereof; and such tax shall be
levied in the manner prescribed by law for levying general taxes in such
town or village, and when raised shall be applied to the purposes
specified in such proposition.
(d) Exemptions.
The property of a corporation specified in this section or of a
corporation formed under the laws of eighteen hundred and sixty-six,
chapter two hundred and seventy-three, as amended by laws of eighteen
hundred and eighty-eight, chapter two hundred and ninety-nine, shall be
exempt from levy and sale on execution, and from all public taxes, rates
and assessments, and no street, road, avenue or thoroughfare shall be
laid through the lands of such association held for the purposes
aforesaid without the consent of the trustees of such corporation,
except by special permission of the legislature of the state.
(e) Improvement taxes.
A tax may be levied and collected on the taxable property in a town,
village or city in which such monument, monuments or other memorial may
be erected, for the purpose of repairing or improving the same and the
grounds thereof; and such tax shall be levied in the manner prescribed
by law for levying general taxes in such town, village or city.
(f) Transfer of property from unincorporated association.
Any unincorporated association organized solely for one or more of the
purposes set forth in paragraph (a) by a majority vote of all its
members present at a meeting thereof, called as in this section
provided, may transfer to and vest in any incorporated association
created by general or special law having like objects any or all money
or other property which it shall have accumulated for such objects, but
the property so transferred shall be used exclusively for one or more of
the purposes mentioned in such paragraph. A vote upon the question of
transferring the funds or property of such unincorporated association
shall be had only at a meeting of such association called for that
purpose by the president or secretary or other managing officer thereof,
upon notice stating the object of the meeting of at least ten days
before the time fixed for such meeting, served personally or by mail on
each member of the association within the United States whose residence
or post office address is known.
S 1406. Medical societies.
(a) Medical societies heretofore formed.
Any medical society now existing in any of the counties of the state
set apart prior to or since the passage of the act entitled "An act to
incorporate medical societies for the purpose of regulating the practice
of physic and surgery in this state," passed April tenth, eighteen
hundred and thirteen, and not heretofore duly incorporated under the
provisions of said act shall, upon complying with the provisions of this
section enjoy the same privileges and possess the same powers as the
societies incorporated by virtue of such act now enjoy and possess, but
subject, nevertheless, to the provisions of any acts or parts of acts
heretofore passed in relation to medical societies or to regulate the
practice of physic and surgery in this state.
(b) Type of corporation.
A medical society is a Type A corporation under this chapter.
(c) Certificate of incorporation, additional contents.
In addition to the requirements of section 402, the certificate of
incorporation of a medical society shall state: (1) the name of such
society; (2) the date of its organization; (3) the names and residences
of its members; and (4) that such society, by a majority vote of its
members, has elected to become and be a body corporate under and by
virtue of the Act described in paragraph (a), and be subject to the
provisions of any acts or parts of acts heretofore enacted and now in
force, in relation to such societies or the practice of medicine or
surgery in this state.
Article 14 Continued . . .
(d) Regulations for county medical societies.
It shall be lawful for any county medical society in this state,
entitled to representation in the medical society of the state of New
York, or in the homeopathic medical society of the state of New York, to
establish such rules and regulations, not inconsistent with the laws of
the state, for the government of its members as such county society may
deem fit, provided such action receives the sanction of the state
medical society in which such county medical society is represented.
Such county medical society may fix the amount of the annual dues and
assessments to be collected from its members.
(e) Enforcement of discipline; appeal.
Every county medical society shall have full power and authority to
enforce discipline among its members and obedience to its rules and
regulations and to expel or otherwise discipline its members as it may
deem for the best interests of the society. Any member of such a
society who has been disciplined or an applicant for membership therein,
who has been refused membership, feeling aggrieved at the action of the
society, shall have the right to appeal to the medical society of the
state of New York, in which such county medical society is represented.
(f) Power to acquire property.
It shall be lawful for any county medical society heretofore or
hereafter incorporated and for the medical society of the state of New
York and for the homeopathic medical society of the state of New York to
acquire and hold for its corporate purposes real and personal property
without limitation of amount or value, notwithstanding any limitation
heretofore existing.
S 1407. Alumni corporations.
(a) Alumni may be incorporated.
The alumni of any college or university, or of one or more colleges or
schools of any university, may be incorporated by executing and filing a
certificate pursuant to article 4 of this chapter.
(b) Type of corporation.
An alumni corporation is a Type A corporation.
(c) Powers.
An alumni corporation may create, manage and control a fund, to be
known as the alumni fund, and for that purpose acquire and hold real and
personal property. The principal of such fund, or the income derived
therefrom, may be transferred to the college or university with which
such corporation is identified, or used for and applied to such object
or objects connected with such college or university as such alumni
corporation shall direct.
(d) Alumni fund.
The directors of an alumni corporation shall have the custody and
management of the alumni fund but shall not dispose of the whole or any
part of the principal of any invested fund except as authorized by a
two-thirds vote of the members of such corporation, present at an annual
meeting thereof.
S 1408. Historical societies.
(a) Historical societies may hold property.
Any incorporated historical society of this state is hereby authorized
to have and hold for the purposes of inclosure, preservation and the
erection of monuments, but not for business purposes, the sites of old
forts, battlegrounds and other historic sites, not exceeding six acres
in any one locality, which shall be exempt from taxation; and to receive
donations of articles of historic interest on the condition that in case
of its dissolution or inability to pay its debts otherwise than from its
effects, such articles shall revert to the donors or their heirs. Fees
may be charged by any such society for the exhibition of its property or
collections only to the extent that the proceeds thereof are used for
the preservation, maintenance and development of such property or
collections.
(b) Type of corporation.
An historical society is a Type B corporation under this chapter.
(c) Acquisition.
The acquisition by any such historical society of this state of any
real property for the purpose of inclosure, preservation and the
erection of monuments, is hereby declared to be for a public use. Such
property may be acquired in the manner prescribed by the eminent domain
procedure law.
S 1409. Agricultural and horticultural corporations.
(a) Definition.
An agricultural or horticultural corporation or society is a
corporation formed under or by a general or special law for promoting
agriculture, horticulture and the mechanic arts.
(b) Type of corporation.
An agricultural or horticultural corporation is a Type A corporation
under this chapter, except that any such corporation which has received
moneys from the state or has acted as agent for the state under
paragraph (c), or has acquired or does acquire real property by
condemnation is or becomes a Type B corporation under this chapter. If
such corporation has not already filed as a Type B corporation it shall,
upon such receipt of moneys or acting as such agent or such acquisition
of real property by condemnation, amend its certificate to that effect.
(c) Condemnation.
In case any agricultural or horticultural corporation or any other
agricultural society which has received moneys from the state for
premiums paid for improving the breed of cattle, sheep and horses, or
has acted as agent for the state in disbursing moneys for such purpose
can not acquire real property needed for its corporate purposes upon
satisfactory terms, it may acquire such real property by condemnation.
Any real property acquired by condemnation, or otherwise, shall not be
subject to condemnation by any other private corporation except a
railroad corporation.
(d) Report of corporation receiving aid; disposition of property.
Any county agricultural corporation receiving after May tenth,
nineteen hundred and twenty, money from any county shall, through its
secretary, make annually to the board of supervisors a detailed
statement with vouchers showing the disbursement during the year of all
moneys so received. If such a corporation shall cease to exist, or
without satisfactory reason shall fail or neglect to hold its annual
exhibitions or fairs for a period of two years, the board of supervisors
on notice to the corporation may petition the supreme court of the
judicial district or the county court of the county to declare a
forfeiture to the county of the real and personal property of the
corporation in whole or in part or to confer on the county a lien upon
such property, whereupon such court may make a decree determining the
legal or equitable rights of the county in such property subject to the
rights of creditors of the corporation.
(e) Restrictions on the formation of corporations.
There shall be but one county corporation in a county, and but one
town corporation in a town, except that a second corporation may be
formed if it is to be the surviving corporation under a plan of merger
with the existing corporation, in which event, the certificate of
incorporation of such second corporation shall have endorsed thereon or
annexed thereto the approval of a justice of the supreme court of the
judicial district in which the office of such corporation is to be
located. Ten days written notice of the application for such approval,
accompanied by a copy of the proposed certificate, shall be given to the
attorney general. Whenever a new county shall be or shall have been
erected out of a part of an existing county in which a county
corporation existed at the time of the erection of such new county, the
existing corporation may at its option be continued as the county
corporation of both counties. The determination of an existing
corporation to be continued as a county corporation for both counties
shall be evidenced by a certificate thereof, signed and acknowledged by
a majority of the directors, and filed in the office of the secretary of
state and in the office of the clerk of each of such counties. A town
corporation may be formed for several towns, but the formation of such
corporation shall not prevent the formation of a separate town
corporation for any such town.
(f) Annual fairs and premiums.
Every agricultural or horticultural corporation, the American
institute in the city of New York, and the New York state agricultural
society, shall hold annual fairs and exhibitions, and distribute
premiums. Such corporations and societies shall regulate and award
premiums on such articles, productions and improvements as they deem
best calculated to promote the agricultural, horticultural, mechanic and
domestic arts of the state, having special reference to the net profits
which accrue or are likely to accrue from the mode of raising crops, or
stock, or fabricating the articles exhibited, so that the award be made
to the most economical or profitable mode of production. A county or
town corporation, by a two-thirds vote of the members present and voting
at a regular meeting or at a special meeting, duly called for that
purpose, may fix the place where the annual fair and exhibition of the
corporation shall be held.
(g) Police and magistrates on exhibition grounds.
The board of directors of any agricultural or horticultural
corporation, or the executive committee of such board, may appoint a
chief of police and as many citizens of this state as may be necessary
to act as policemen at their exhibitions. The chief of police may also
while acting as such appoint such additional policemen as he may deem
advisable. Such chief of police and policemen shall preserve order
within and for a space of two hundred yards from and around the grounds
of the corporation, protect the property within such grounds and space,
and eject all persons improperly therein, or acting disorderly therein,
or who neglect or refuse to pay the entrance fee or observe the rules
prescribed by the corporation. Any of such officers may arrest without
a warrant, any person who he has reasonable cause to believe has
unlawfully and fraudulently entered the exhibition grounds of such
corporation without paying the entrance fee therefor. Such officers
shall have the same power in serving criminal process, making arrests
and preserving the peace within such grounds and space, during the time
such exhibition continues, and for twenty-four hours thereafter, that a
constable has by law. No town or county shall be liable to pay any such
policeman for services rendered under this section. Such corporation
may regulate or prevent all kinds of theatrical, or circus, exhibitions
and shows, huckstering and traffic in fruits, goods, wares and
merchandise, of whatever description, and shall prevent all kinds of
mountebank exhibitions or shows for gain on the fair days on such fair
grounds, and also within a distance of two hundred yards of the fair
grounds of the corporation, if it shall determine that they obstruct or
interfere with the free and uninterrupted use of the highways around and
approaching such fair grounds.
A justice of the peace of the county in which such grounds are
situated, while upon such grounds, may hold a court of special sessions,
with the same jurisdiction over offenses committed upon such grounds and
within two hundred yards of the boundaries thereof, as a court of
special sessions of a town. The justice of the peace, before the close
of the fair or exhibition at which the same are received, shall pay to
such corporation, for its use, all fines and penalties received by him
while holding such court, and shall make to the corporation a written
report of his proceedings during such fair or exhibition. The report
shall be in all respects the same as an annual account rendered for
services in criminal proceedings by a justice of the peace of a town to
the town board. The justice shall receive as compensation for his
services under this section his legal fees to be paid by the
corporation. The justice shall include in his annual report to the
board a statement of the offenses committed and the proceedings had
under this section, and the disposition made by him of fines and
penalties collected. The justice shall enter in his regular criminal
docket the full proceedings of all matters coming before him under this
section, stating each case separately; and the record of such
proceedings shall be kept open for public inspection upon the fair
grounds during the fair or exhibition.
(h) Capital stock.
An agricultural or horticultural corporation may have capital stock
aggregating not less than five thousand dollars, divided into shares of
not less than ten dollars each, and may issue such certificates at not
less than the par value thereof to raise money for its corporate
purposes, if provision therefor is made in its certificate of
incorporation or in a certificate filed pursuant to section 803
(Certificate of amendment; contents). An agricultural or horticultural
corporation, which has issued or shall hereafter issue capital stock,
entitling its shareholders to dividends from the profits of the
corporation, shall be subject to the business corporation law and not to
the provisions of this chapter in conflict therewith.
(i) Annual report.
On or before December fifteenth in each year, the directors of every
agricultural or horticultural corporation shall make a verified report
to the commissioner of agriculture and markets of the transactions of
the corporation for the preceding twelve months giving full details of
the receipts and expenditures thereof, with a list of premiums awarded
and to whom and for what awarded.
(j) Membership in state society.
The presidents of the county agricultural corporations, or delegates
to be chosen by such corporations annually, shall be ex officio members
of the New York state agricultural society.
(k) Exhibitions and entertainments on fair grounds to be exempt from
license.
The provisions of any special or local law or municipal ordinance,
requiring the payment of a license fee for exhibitions or
entertainments, shall not apply to any exhibition or entertainment held
on the grounds of a town or county corporation whether or not the
corporation derives a pecuniary profit from such exhibition or
entertainment by the lease of its grounds for such purpose.
S 1410. Boards of trade and chambers of commerce.
(a) Definitions.
(1) A board of trade is a corporation formed for the purpose of
fostering trade and commerce, or the interests of those having a common
trade, business, financial or professional interest, to reform abuses
relative thereto, to secure freedom from unjust or unlawful exactions,
to diffuse accurate and reliable information as to the standing of
merchants and other matters, to procure uniformity and certainty in the
customs and usages of trade and commerce, and of those having a common
trade, business, financial or professional interest; to settle and
adjust differences between its members and others and to promote a more
enlarged and friendly intercourse among business people; to advance the
civic, commercial, industrial and agricultural interests of the
territory where the corporation is situate; to promote the general
welfare and prosperity of such territory and to stimulate public
sentiment to these ends; and to provide such civic, commercial,
industrial, agricultural and social features as will promote these
purposes.
(2) A chamber of commerce is a corporation, the members of which are
in diverse lines of business, membership in which is not restricted to,
nor in practice consists primarily of, persons, partnerships or
corporations engaged in or carrying on the same, allied or
interdependent lines of business, and which is formed for the purpose of
fostering trade and commerce, or the interests of those carrying on such
trade and commerce; to promote the general welfare and prosperity of the
state, territory or community in which such corporation is situate; to
reform abuses involving business, professional or financial interests,
to secure freedom from unjust or unlawful exactions, to diffuse accurate
and reliable information as to the standing of merchants and other
matters, to procure uniformity and certainty in the customs and usages
of trade and commerce; to settle and adjust differences between its
members and others, and to promote a more enlarged and friendly
intercourse among businessmen; to advance the civic, commercial,
industrial and agricultural interests of the territory where the
corporation is situate; to provide such features as will promote these
purposes, and to stimulate public sentiment to these ends. A
corporation formed before the first day of January, eighteen hundred
seventy-five, the purposes and activities of which are those of a
chamber of commerce as herein defined, shall be a chamber of commerce
regardless of its name, and shall not be required to change its existing
name by reason of this subparagraph.
(b) Type of corporation.
A board of trade or a chamber of commerce is a Type A corporation
under this chapter.
(c) Special powers.
(1) A board of trade or a chamber of commerce organized for the
purposes set forth in paragraph (a), shall have the power to be
appointed and to act under the order or appointment of any court of
competent jurisdiction as receiver or trustee of the property or estate
of any person or corporation in insolvency and bankruptcy proceedings,
and to act as assignee or trustee for the benefit of creditors in any
case in which a member or members of such board of trade or a chamber of
commerce are creditors of such insolvent or bankrupt estate; or of such
assignor for the benefit of creditors; or in any other instance where
the purposes of the corporation might reasonably be involved.
(2) A board of trade or chamber of commerce organized for the
purposes set forth in paragraph (a) may make loans to its members,
directors or officers, or to any other corporation, firm, association or
other entity in which one or more of its members, directors or officers
are directors or officers or hold a financial interest, in any case
where its board of directors finds that the making of such loan will be
in furtherance of its corporate purposes and for a lawful public or
quasi-public objective.
(3) A board of trade organized for the purposes set forth in
paragraph (a) of this section may make distributions of cash or property
to, or confer other benefits upon, its members, or former members, prior
to dissolution or final liquidation in any case where the board of
directors of such corporation finds that such cash, property or other
benefit is not required for the conduct of its corporate purposes;
provided, however, that no such action shall be taken when the
corporation is currently insolvent or would thereby be made insolvent or
rendered unable to carry on its corporate purposes, or when the fair
value of the corporation`s assets remaining after the taking of such
action would be insufficient to meet its liabilities.
(4) A board of trade organized for the purposes set forth in
paragraph (a) of this section may provide in its certificate of
incorporation or by-laws that the members or any class of members shall,
with respect to any matter on which the members of such class are
entitled to vote, have more than, or less than, one vote.
S 1411. Local development corporations.
(a) Purposes.
This section shall provide an additional and alternate method of
incorporation or reincorporation of not-for-profit corporations for any
of the purposes set forth in this paragraph and shall not be deemed to
alter, impair or diminish the purposes, rights, powers or privileges of
any corporation heretofore or hereafter incorporated under this section
or under the stock or business corporation laws. Corporations may be
incorporated or reincorporated under this section as not-for-profit
local development corporations operated for the exclusively charitable
or public purposes of relieving and reducing unemployment, promoting and
providing for additional and maximum employment, bettering and
maintaining job opportunities, instructing or training individuals to
improve or develop their capabilities for such jobs, carrying on
scientific research for the purpose of aiding a community or
geographical area by attracting new industry to the community or area or
by encouraging the development of, or retention of, an industry in the
community or area, and lessening the burdens of government and acting in
the public interest, and any one or more counties, cities, towns or
villages of the state, or any combination thereof, or the New York job
development authority in exercising its power under the public
authorities law to encourage the organization of local development
corporations, may cause such corporations to be incorporated by public
officers or private individuals or reincorporated upon compliance with
the requirements of this section, and it is hereby found, determined and
declared that in carrying out said purposes and in exercising the powers
conferred by paragraph (b) such corporations will be performing an
essential governmental function.
(b) Type of corporation. A local development corporation is a Type C
corporation under this chapter.
(c) Powers.
In furtherance of its purposes set forth in paragraph (a) but not for
any other purposes, a local development corporation incorporated or
reincorporated under this section shall have the following powers: to
construct, acquire, rehabilitate and improve for use by others
industrial or manufacturing plants in the territory in which its
operations are principally to be conducted, to assist financially in
such construction, acquisition, rehabilitation and improvement, to
maintain such plants for others in such territory, to disseminate
information and furnish advice, technical assistance and liaison with
federal, state and local authorities with respect thereto, to acquire by
purchase, lease, gift, bequest, devise or otherwise real or personal
property or interests therein, to borrow money and to issue negotiable
bonds, notes and other obligations therefor, and notwithstanding section
510 (Disposition of all or substantially all assets) without leave of
the court, to sell, lease, mortgage or otherwise dispose of or encumber
any such plants or any of its real or personal property or any interest
therein upon such terms as it may determine and, in connection with
loans from the New York job development authority, to enter into
covenants and agreements and to comply with all the terms, conditions
and provisions thereof, and otherwise to carry out its corporate
purposes and to foster and encourage the location or expansion of
industrial or manufacturing plants in the territory in which the
operations of such corporation are principally to be conducted,
provided, however, that no such corporation shall attempt to influence
legislation by propaganda or otherwise, or participate or intervene,
directly or indirectly, in any political campaign on behalf of or in
opposition to any candidate for public office.
(d) Purchase or lease of real property owned by a county, city, town
or village.
(1) The local legislative body of a county, city, town or village or,
if there is a board of estimate in a city, then the board of estimate,
may by resolution determine that specifically described real property
owned by the county, city, town or village is not required for use by
such county, city, town or village and authorize the county, city, town
or village to sell or lease such real property to a local development
corporation incorporated or reincorporated under this article; provided,
however, that title to such land be not declared inalienable as a forest
preserve or a parkland.
(2) Notwithstanding the provisions of any general, special or local
law, charter or ordinance to the contrary, such sale or lease may be
made without appraisal, public notice, (except as provided in
subparagraph (4)) or public bidding for such price or rental and upon
such terms as may be agreed upon between the county, city, town or
village and said local development corporation; provided, however, that
in case of a lease the term may not exceed ninety-nine years and
provided, further, that in cities having a population of one million or
more, no such sale or lease shall be made without the approval of a
majority of the members of the borough improvement board of the borough
in which such real property is located.
(3) Before any sale or lease to a local development corporation
incorporated or reincorporated under this article shall be authorized, a
public hearing shall be held by the local legislative body, or by the
board of estimate, as the case may be, to consider the proposed sale or
lease.
(4) Notice of such hearing shall be published at least ten days
before the date set for the hearing in such publication and in such
manner as may be designated by the local legislative body, or the board
of estimate as the case may be.
(5) A local development corporation, incorporated or reincorporated
under this section, which purchases or leases real property from a
county, city, town or village, shall not, without the written approval
of the county, city, town or village, use such real property for any
purpose except the purposes set forth in the certificate of
incorporation or reincorporation of said local development corporation.
In the event such real property is used in violation of the restrictions
of this paragraph, the attorney-general may bring an action or special
proceeding to enjoin the unauthorized use.
(e) Certificate of incorporation.
In addition to the requirements of section 402 (Certificate of
incorporation; contents) the certificate of incorporation or
reincorporation of a local development corporation incorporated or
reincorporated under this article shall state (1) that all income and
earnings of such corporation shall be used exclusively for its corporate
purposes or accrue and be paid to the New York job development
authority, (2) that no part of the income or earnings of such
corporation shall inure to the benefit or profit of, nor shall any
distribution of its property or assets be made to any member or private
person, corporate or individual, or any other private interest, except
that the certificate of incorporation or reincorporation may authorize
the repayment of loans and may also authorize the repayment of
contributions (other than dues) to the local development corporation but
only if and to the extent that any such contribution may not be
allowable as a deduction in computing taxable income under the internal
revenue code of nineteen hundred fifty-four, (3) that if such
corporation accepts a mortgage loan or loans from the New York job
development authority, such corporation shall be dissolved in accordance
with the provisions of paragraph (g) upon the repayment or other
discharge in full by such corporation of all such loans.
(f) Exemption of income from taxation.
The income and operations of corporations incorporated or
reincorporated under this section shall be exempt from taxation.
(g) Dissolution.
Upon the dissolution of any local development corporation incorporated
or reincorporated under this section no member or private person,
corporate or individual, or other private interest, shall be entitled to
any distribution or division of its remaining funds and other property
and rights and interests in property, and the balance thereof, after the
payment of all debts and liabilities of the corporation of whatsoever
kind and nature, (including the payment of loans and contributions the
repayment of which has been authorized in its certificate of
incorporation or reincorporation) shall be distributed to one or more
counties, cities, towns or villages within the territory designated in
its certificate of incorporation or reincorporation as the territory in
which its operations are principally to be conducted, for furtherance of
the purposes set forth in paragraph (a), or to the New York job
development authority, as shall be provided by said corporation or by
order of the supreme court of the state of New York pursuant to section
1008 (Jurisdiction of supreme court to supervise dissolution and
liquidation).
(h) Corporations heretofore incorporated.
Any corporation heretofore incorporated under the membership
corporations law or this chapter, or under the stock or business
corporation law for any of the purposes set forth in paragraph (a) of
this section may amend its certificate of incorporation and be
reincorporated as a local development corporation organized under this
section by making and filing in the office of the secretary of state a
certificate, stating the name of such corporation, and, if it has been
changed, the name under which it was originally incorporated, the date
of its incorporation, the names and post-office addresses of its members
or of the holders of record of all of the outstanding shares of such
corporation entitled to vote with relation to the proceedings provided
for in the certificate and that such corporation has elected to become
and be a local development corporation organized and operated under and
by virtue of this section. Such certificate shall be either (1)
subscribed in person or by proxy by all of the members or the holders of
record of all of the outstanding shares of such corporation entitled to
vote with relation to such proceedings and shall have annexed an
affidavit of the secretary or an assistant secretary that the persons
who have executed the certificate, in person or by proxy, constitute all
of the members or the holders of record of all of the outstanding shares
of the corporation entitled to vote with relation to the proceedings
provided for in the certificate, or (2) subscribed by the president or a
vice president and the secretary or an assistant secretary and shall
have annexed an affidavit of such officers stating that they have been
authorized to execute and file such certificate by the votes, cast in
person or by proxy, of all of the members or of the holders of record of
all of the outstanding shares of such corporation entitled to vote with
relation to such proceedings at the meeting at which such votes were
cast, and that such votes were cast at a meeting of members or
stockholders held on a date specified, upon notice pursuant to section
605 (Notice of meeting of members) or to section 605 of the Business
Corporation Law. Every certificate filed under this paragraph shall have
endorsed thereon or annexed thereto the approval of a justice of the
supreme court of the judicial district in which the office of the
corporation is to be located. A reincorporation pursuant to this
paragraph shall not effect a dissolution of the corporation, but shall
be deemed a continuation of its corporate existence, without affecting
its then existing property rights or liabilities, or the liabilities of
its members or officers as such, but thereafter it shall have only such
rights, powers and privileges, and be subject only to such other duties
and liabilities, as a corporation created for the same purposes under
this article.
(i) Effect of section.
Corporations incorporated or reincorporated under this section shall
be organized and operated exclusively for the purposes set forth in
paragraph (a), shall have, in addition to the powers otherwise conferred
by law, the powers conferred by paragraph (c) and shall be subject to
all the restrictions and limitations imposed by paragraph (e) and
paragraph (g). In so far as the provisions of this section are
inconsistent with the provisions of any other law, general or special,
the provisions of this section shall be controlling as to corporations
incorporated or reincorporated hereunder.
S 1412. University faculty practice corporations.
(a) Organization. Notwithstanding any other provision of law, one or
more individuals who are duly authorized by law to render the same
professional service, which shall be the practice of medicine, the
practice of dentistry, the practice of chiropractics or the practice of
optometry, and who are members of the faculty of the same accredited
medical school, dental school, chiropractic college or optometry
college, as applicable, in the state of New York may organize, or cause
to be organized, a university faculty practice corporation under this
article (1) for the purpose of supporting the educational mission of
such school by providing clinical instruction and supervision of
students of such school, interns and residents and, incident thereto,
rendering professional services and (2) which shall be operated in
compliance with (A) section 501(c)(3) of the United States internal
revenue code and (B) the faculty practice plan with which members of the
faculty of such school are required to comply, as amended from time to
time.
(b) Definition. "University faculty practice corporation" means a
corporation organized or reincorporated under this section.
(c) Certificate of incorporation. The certificate of incorporation of
a university faculty practice corporation shall meet the requirements of
this chapter and shall have attached thereto a certificate or
certificates issued by the licensing authority certifying that each of
the proposed members, if any, directors and officers is authorized by
law to practice the profession which the corporation is being organized
to practice. The certificate shall also state (1) the name of the
medical school, dental school, chiropractic college or optometry
college, as applicable, in the state of New York of which the proposed
members, if any, directors and officers are faculty and (2) that such
corporation shall operate in compliance with (A) section 501(c)(3) of
the United States internal revenue code and (B) the faculty practice
plan with which members of the faculty of such school are required to
comply, as amended from time to time.
(d) Type. A university faculty practice corporation is a Type B
corporation under this chapter.
(e) Applicability of laws; members, directors and officers. This
chapter shall be applicable to a university faculty practice corporation
except to the extent that the provisions thereof conflict with this
section. A university faculty practice corporation may consolidate or
merge only with another university faculty practice corporation. The
following provisions of article fifteen of the business corporation law
shall be applicable to a university faculty practice corporation except
that each reference in such provisions to a "shareholder" shall be
deemed to be a reference to a "member" and each reference in such
provisions to "shareholders" shall be deemed a reference to "members":
paragraphs (a), (b), (c) and (e) of section fifteen hundred one;
paragraphs (b), (c) and (d) of section fifteen hundred three; paragraphs
(a), (c) and (g) of section fifteen hundred four; section fifteen
hundred five; section fifteen hundred nine except to the extent such
section refers to section fifteen hundred ten; paragraph (a) of section
fifteen hundred twelve; section fifteen hundred fourteen; and section
fifteen hundred fifteen. No individual may be a member, director or
officer of a university faculty practice corporation unless such
individual is authorized by law to practice in this state the profession
which such corporation is authorized to practice and is a member of the
faculty of the medical school, dental school, chiropractic college or
optometry college which such corporation is organized to support.
(f) Corporations heretofore incorporated. Any corporation heretofore
incorporated under article fifteen of the business corporation law and
operated in compliance with the requirements of section 501(c)(3) of the
United States internal revenue code may amend its certificate of
incorporation and be reincorporated as a university faculty practice
corporation organized under this section by making and filing in the
office of the secretary of state a certificate entitled "Certificate of
Reincorporation of...(name of incorporation) under section 1412 of the
Not-for-Profit Corporation Law." (1) Such reincorporation certificate
shall contain the provisions required, and any other provisions
permitted, by section 402 of this chapter and shall also set forth (A) a
statement that such corporation is filing such reincorporation
certificate under this section, (B) if the name of such corporation has
been changed, the name under which such corporation was originally
incorporated, (C) the date of incorporation of such corporation, (D) the
names and post-office addresses of the holders of record of all of the
outstanding shares of such corporation entitled to vote, (E) a statement
that such corporation has elected to become and be a university faculty
practice corporation organized and operated under by virtue of this
section and (F) the statements required by paragraph (c) of this
section.
(2) Such reincorporation certificate shall be either (A) subscribed in
person or by proxy by all of the holders of record of all of the
outstanding shares of such corporation entitled to vote and shall have
annexed an affidavit of the secretary or an assistant secretary that the
persons who have executed the certificate, in person or by proxy,
constitute all of the holders of record of all of the outstanding shares
of the corporation entitled to vote or (B) subscribed by the president
or a vice president and the secretary or an assistant secretary and
shall have annexed an affidavit of such officers stating that they have
been authorized to execute and file such reincorporation certificate by
the votes, cast in person or by proxy, of all of the holders of record
of all of the outstanding shares of such corporation entitled to vote at
the meeting at which such votes were cast, and that such votes were cast
at a meeting of shareholders held on a date specified, upon notice
pursuant to section six hundred five of the business corporation law.
(3) A reincorporation pursuant to this paragraph shall not effect a
dissolution of such corporation, but shall be deemed a continuation of
its corporate existence, without affecting its then-existing property
rights or liabilities, or the liabilities of its shareholders, directors
or officers as such, but thereafter it shall have only such rights,
powers and privileges, and it and such shareholders, directors and
officers shall be subject only to such other duties and liabilities, as
a university faculty practice corporation and members, directors and
officers thereof.
(4) Upon the filing of a reincorporation certificate in the office of
the secretary of state, (A) any issued and outstanding shares of such
corporation shall be purchased by such corporation at a purchase price
equal to the price for which such shares were originally issued, or such
other price as such corporation shall agree to, such price to be paid
out of the surplus of the corporation, whereupon such shares shall be
deemed cancelled as of the date of such filing and (B) such
reincorporation certificate shall be deemed to replace the certificate
of incorporation of such corporation. The department of state shall not
file such certificate of reincorporation unless the consent of the
commissioner of taxation and finance is attached thereto. Such
certificate of consent shall only be given if the commissioner of
taxation and finance ascertains that all taxes imposed under article
nine-A of the tax law, as well as penalties and interest charges related
thereto, accrued against the corporation have been paid.
(g) Effect of section. University faculty practice corporations
incorporated or reincorporated under this section shall be organized and
operated exclusively for the purposes set forth in paragraph (a) of this
section and shall be subject to the restrictions and limitations imposed
by or pursuant to paragraphs (a) and (e) of this section.
Notwithstanding anything to the contrary in article twenty-eight of the
public health law or the regulations adopted pursuant thereto, no
corporation organized under this section shall be deemed to be
establishing or operating a hospital, diagnostic center and/or treatment
center requiring establishment or construction approval solely by reason
of being organized as a not-for-profit corporation. Insofar as the
provisions of this section are inconsistent with the provisions of any
other law, general or special, the provisions of this section shall be
controlling as to the corporations incorporated or reincorporated
hereunder.