Bill Text: NY A03699 | 2011-2012 | General Assembly | Introduced

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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

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                           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.