Bill Text: NY A05861 | 2011-2012 | General Assembly | Introduced
Bill Title: Requires the enactment by the legislature of a code of corporate responsibility; requires all corporations formed under laws of other states doing business in this state to pay registration fees and taxes in New York and adhere to the code of corporate responsibility; includes limited liability companies and other entities having corporate powers within the definition of "corporation". [Track Bill]
Status: 2012-02-16 - opinion referred to judiciary [A05861 Detail]
S T A T E O F N E W Y O R K ________________________________________________________________________ 5861 2011-2012 Regular Sessions I N A S S E M B L Y March 2, 2011 ___________ Introduced by M. of A. BRENNAN -- read once and referred to the Commit- tee on Corporations, Authorities and Commissions CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY proposing amendments to sections 1 and 4 of article 10 of the constitu- tion, in relation to corporations 1 Section 1. Resolved (if the Senate concur), That section 1 of article 2 10 of the constitution be amended to read as follows: 3 Section 1. Corporations may be formed under general laws; but shall 4 not be created by special act, except for municipal purposes, and in 5 cases where, in the judgment of the legislature, the objects of the 6 corporation cannot be attained under general laws. All general laws and 7 special acts passed pursuant to this section may be altered from time to 8 time or repealed. 9 ON OR BEFORE JULY FIRST, TWO THOUSAND FOURTEEN, THE LEGISLATURE SHALL 10 ENACT, AND MAY THEREAFTER FROM TIME TO TIME AMEND, A CODE OF CORPORATE 11 RESPONSIBILITY. SUCH CODE SHALL SET FORTH THAT, IN RECOGNITION OF THE 12 GRANTING TO CORPORATIONS OF CERTAIN POWERS AND PRIVILEGES WHICH ARE NOT 13 POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, CORPORATIONS DOING BUSINESS IN 14 THIS STATE HAVE CERTAIN RESPONSIBILITIES TO THE PEOPLE AND COMMUNITIES 15 OF THIS STATE. SUCH RESPONSIBILITIES SHALL INCLUDE (A) THE RESPONSIBIL- 16 ITY TO DO BUSINESS IN THIS STATE IN A MANNER WHICH PROMOTES THE ECONOMIC 17 SECURITY AND DEVELOPMENT OF THE STATE, ITS COMMUNITIES, AND ITS CITI- 18 ZENS, WHICH PROTECTS THE QUALITY OF THE STATE'S AIR AND WATER, WHICH 19 PROVIDES SAFE AND SANITARY WORKPLACES FOR ITS EMPLOYEES, AND WHICH 20 REFRAINS FROM THE EXERCISES OF MONOPOLISTIC OR OLIGOPOLISTIC POWERS TO 21 INCREASE PRICES AND GENERATE WINDFALL PROFITS; AND (B) SUCH OTHER 22 RESPONSIBILITIES AS THE LEGISLATURE MAY DEEM APPROPRIATE AND NECESSARY 23 TO THE PROMOTION OF THE HEALTH, SAFETY, AND WELFARE OF THE PEOPLE AND 24 COMMUNITIES OF THIS STATE. THE CODE OF CORPORATE RESPONSIBILITY, AS 25 ENACTED AND FROM TIME TO TIME AMENDED BY THE LEGISLATURE, MAY ESTABLISH 26 SPECIFIC ACTIONS WHICH MAY NOT BE TAKEN BY CORPORATIONS DOING BUSINESS 27 IN THIS STATE. ALL ENTITIES WHICH HAVE BEEN FORMED UNDER GENERAL OR EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD89112-01-1 A. 5861 2 1 SPECIAL LAWS OF THIS STATE AND WHICH HAVE ANY OF THE POWERS OR PRIVI- 2 LEGES OF CORPORATIONS NOT POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, AND 3 ALL SUCH ENTITIES WHICH HAVE BEEN FORMED UNDER THE LAWS OF OTHER STATES 4 AND WHICH ARE DOING BUSINESS IN THIS STATE, SHALL CONDUCT THEIR ACTIV- 5 ITIES IN THIS STATE IN ACCORDANCE WITH SUCH CODE OF CORPORATE RESPONSI- 6 BILITY. 7 S 2. Resolved (if the Senate concur), That section 4 of article 10 of 8 the constitution be amended to read as follows: 9 S 4. The term corporations, as used in this section and in sections 10 1, 2, and 3 of this article, shall be construed to include all associ- 11 ations [and], joint-stock companies, LIMITED LIABILITY COMPANIES, AND 12 OTHER ENTITIES having any of the powers or privileges of corporations 13 not possessed by individuals or partnerships. CORPORATIONS FORMED UNDER 14 THE LAWS OF OTHER STATES OR OTHER COUNTRIES MAY DO BUSINESS IN THIS 15 STATE; PROVIDED THAT THEY PAY SUCH REGISTRATION FEES AND TAXES, THAT 16 THEY REGISTER WITH THE SECRETARY OF STATE AND WITH SUCH OTHER STATE 17 OFFICER OR OFFICERS AS THE LEGISLATURE MAY REQUIRE BY LAW, AND THAT THEY 18 AGREE TO COMPLY AND DO COMPLY WITH ALL LAWS OF THIS STATE WITH WHICH 19 CORPORATIONS FORMED UNDER THE LAWS OF THIS STATE MUST COMPLY, EXCEPT AS 20 OTHERWISE PROVIDED BY LAW. THE SUPREME COURT MAY DISSOLVE A CORPORATION 21 FORMED UNDER THE LAWS OF THIS STATE OR REVOKE THE AUTHORITY TO DO BUSI- 22 NESS IN THIS STATE OF A CORPORATION FORMED UNDER THE LAWS OF ANOTHER 23 STATE OR COUNTRY (A) IN AN ACTION BY THE ATTORNEY GENERAL, IF IT IS 24 ESTABLISHED THAT (I) THE CORPORATION OBTAINED ITS CERTIFICATE OF INCOR- 25 PORATION OR ITS AUTHORIZATION TO DO BUSINESS IN THIS STATE THROUGH 26 FRAUD, OR (II) THE CORPORATION HAS EXCEEDED OR ABUSED, ON A CONTINUING 27 BASIS, THE AUTHORITY CONFERRED UPON IT BY LAW OR IT HAS VIOLATED THE 28 LAW, ON A CONTINUING BASIS, OR (III) THE CORPORATION HAS ACTED CONTRARY 29 TO THE PUBLIC POLICY OF THE STATE, OR (IV) THE CORPORATION HAS ACTED IN 30 A MANNER THAT IS INCONSISTENT WITH THE CODE OF CORPORATE RESPONSIBILITY 31 ESTABLISHED PURSUANT TO SECTION 1 OF THIS ARTICLE OR (B) IN AN ACTION BY 32 A SHAREHOLDER, IF IT IS ESTABLISHED THAT THE DIRECTORS OR THOSE IN 33 CONTROL OF THE CORPORATION HAVE ACTED, OR ARE ACTING, OR WILL ACT IN A 34 MANNER THAT IS ILLEGAL, OPPRESSIVE, OR FRAUDULENT. And all corporations 35 shall have the right to sue and shall be subject to be sued in all 36 courts in like cases as natural persons. 37 S 3. Resolved (if the Senate concur), That the foregoing amendment be 38 referred to the first regular legislative session convening after the 39 next succeeding general election of members of the assembly, and, in 40 conformity with section 1 of article 19 of the constitution, be 41 published for 3 months previous to the time of such election.