Bill Text: NY A03699 | 2011-2012 | General Assembly | Introduced
Bill Title: Requires a corporation that is petitioning for sale of all or substantially all of its assets to set forth the impact on the public and requires the court to consider the same.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced - Dead) 2011-01-26 - referred to corporations, authorities and commissions [A03699 Detail]
Download: New_York-2011-A03699-Introduced.html
S T A T E O F N E W Y O R K
________________________________________________________________________
3699
2011-2012 Regular Sessions
I N A S S E M B L Y
January 26, 2011
___________
Introduced by M. of A. MOLINARO -- read once and referred to the Commit-
tee on Corporations, Authorities and Commissions
AN ACT to amend the not-for-profit corporation law, in relation to
requiring a corporation that is petitioning for sale of all or
substantially all of its assets to set forth the impact on the public
and requiring the court to consider the same
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
1 Section 1. Subparagraph 6 of paragraph (a) and paragraph (d) of
2 section 511 of the not-for-profit corporation law, as amended by chapter
3 961 of the laws of 1972, are amended to read as follows:
4 6. That the consideration and the terms of the sale, lease, exchange
5 or other disposition of the assets of the corporation are fair and
6 reasonable to the PUBLIC AND TO THE corporation, and that the purposes
7 of the corporation, or the interests of its members AND THE PUBLIC will
8 be promoted thereby, and a concise statement of the reasons therefor.
9 FOR CORPORATIONS SEEKING TO DISPOSE OF PROPERTY WITH PUBLIC ACCESS AND
10 NATIONAL, STATE AND/OR LOCAL LANDMARK DESIGNATION, THE STATEMENT SHALL
11 INCLUDE THE FOLLOWING: INFORMATION REGARDING THE PUBLIC INVESTMENT MADE
12 IN THE ASSET, SUCH AS STATE AND/OR FEDERAL GRANTS; THE POTENTIAL IMPACT
13 THE DISPOSITION MAY HAVE ON THE COMMUNITY; THE NATIONAL, FEDERAL OR
14 LOCAL DESIGNATIONS GRANTED TO THE ASSET, IF APPLICABLE; AND HOW THE
15 DISPOSITION WILL PROMOTE OR LIMIT THE PUBLIC MISSION OF THE ORGANIZA-
16 TION.
17 (d) If it shall appear, to the satisfaction of the court, that the
18 consideration and the terms of the transaction are fair and reasonable
19 to the corporation AND THE PUBLIC and that the purposes of the corpo-
20 ration or the interests of the members AND THE PUBLIC will be promoted,
21 it may authorize the sale, lease, exchange or other disposition of all
22 or substantially all the assets of the corporation, as described in the
23 petition, for such consideration and upon such terms as the court may
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD08275-01-1
A. 3699 2
1 prescribe. The order of the court shall direct the disposition of the
2 consideration to be received thereunder by the corporation.
3 S 2. Section 511 of the not-for-profit corporation law is amended by
4 adding a new paragraph (e) to read as follows:
5 (E) 1. FOR PURPOSES OF THIS PARAGRAPH, NATIONAL, STATE AND/OR LOCAL
6 LANDMARK SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY BUILDINGS, STATUES,
7 STRUCTURES OR LANDS THAT HAVE BEEN DESIGNATED A NATIONAL, STATE, AND/OR
8 LOCAL LANDMARK OR HISTORIC SITE.
9 2. CORPORATIONS SEEKING TO SELL, LEASE, EXCHANGE OR OTHERWISE DISPOSE
10 OF PROPERTY WITH PUBLIC ACCESS AND NATIONAL, STATE AND/OR LOCAL LANDMARK
11 DESIGNATION, IN ADDITION TO COMPLIANCE WITH PARAGRAPHS (A) THROUGH (D)
12 OF THIS SECTION, SHALL, PRIOR TO SEEKING APPROVAL FROM THE COURT,
13 CONDUCT A PUBLIC HEARING AT A TIME AND PLACE DESIGNATED IN A NOTICE TO
14 THE VILLAGE, TOWN OR MUNICIPALITY WHERE SUCH LANDMARK IS LOCATED.
15 3. NOTICE TO THE VILLAGE, TOWN OR MUNICIPALITY AS REQUIRED UNDER
16 SUBPARAGRAPH TWO OF THIS PARAGRAPH SHALL BE GIVEN AT LEAST TEN DAYS
17 PRIOR TO THE PUBLIC HEARING. AT SUCH PUBLIC HEARING, THE CORPORATION
18 SHALL:
19 (A) DISCLOSE THE PUBLIC INVESTMENT MADE IN THE ASSET, SUCH AS STATE OR
20 FEDERAL GRANTS; AND
21 (B) DISCLOSE THE POTENTIAL IMPACT THE DISPOSITION MAY HAVE ON THE
22 COMMUNITY, INCLUDING THE POTENTIAL ALTERATION, IMPROVEMENT OR
23 DESTRUCTION OF SUCH LANDMARK; AND
24 (C) DISCLOSE THE NATIONAL, FEDERAL OR LOCAL DESIGNATIONS GRANTED TO
25 THE LANDMARK AND THE IMPACT OF SUCH SALE, LEASE, EXCHANGE OR OTHER
26 DISPOSITION UPON SUCH LANDMARK'S DESIGNATIONS; AND
27 (D) PROVIDE THE NAME AND ADDRESS OF THE COURT TO WHICH IT IS SEEKING
28 LEAVE FOR SUCH SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF A LANDMARK,
29 FOR THE PURPOSE OF INFORMING THE COMMUNITY AS TO WHERE TO DIRECT ITS
30 COMMENTS FOLLOWING THE HEARING.
31 4. AT THE CONCLUSION OF SUCH PUBLIC HEARING AS REQUIRED UNDER SUBPARA-
32 GRAPH TWO OF THIS PARAGRAPH, THE COMMUNITY SHALL TAKE A VOTE ON THE
33 SINGULAR ISSUE OF WHETHER IT APPROVES OR DISAPPROVES OF THE POTENTIAL
34 SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF SUCH LANDMARK. THE
35 RESULTS OF SUCH VOTE SHALL BE RECORDED BY THE CORPORATION AND INCLUDED
36 IN ITS PETITION TO THE COURT.
37 5. FOLLOWING THE PUBLIC HEARING AS REQUIRED UNDER SUBPARAGRAPH TWO OF
38 THIS PARAGRAPH, THE COURT SHALL REQUIRE A THIRTY DAY PUBLIC COMMENT
39 PERIOD, DURING WHICH RESIDENTS OF THE VILLAGE, TOWN OR MUNICIPALITY MAY
40 EXPRESS THEIR APPROVAL OR DISAPPROVAL OF THE SALE, LEASE, EXCHANGE OR
41 OTHER DISPOSITION OF SUCH LANDMARK. COMMENTS SHALL BE IN CORRESPONDENCE
42 DIRECTED TO THE COURT.
43 6. AT THE CONCLUSION OF THE THIRTY DAY PERIOD REQUIRED UNDER SUBPARA-
44 GRAPH FIVE OF THIS PARAGRAPH, THE COURT SHALL ENTERTAIN THE PETITION FOR
45 THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF SUCH LANDMARK;
46 PROVIDED THAT SUCH PETITION COMPLIES WITH PARAGRAPHS (A) THROUGH (D) OF
47 THIS SECTION.
48 7. WHEN CONTEMPLATING THE FAIRNESS AND REASONABLENESS OF THE TERMS OF
49 THE PROPOSED TRANSACTION INVOLVING A NATIONAL, STATE AND/OR LOCAL LAND-
50 MARK, THE COURT SHALL CONSIDER THE VOTE OF THE COMMUNITY AT THE PUBLIC
51 HEARING AND ANY SUCH COMMENTS THAT IT DEEMS REFLECTIVE OF COMMUNITY OR
52 VOTER SENTIMENT REGARDING THE PROPOSED TRANSACTION.
53 S 3. This act shall take effect immediately.
