§ 2827-A — Subsidiaries of public authorities

§ 2827-a. Subsidiaries of public authorities. 1. Notwithstanding any\nlaw to the contrary, no state authority shall hereafter have the power\nto organize any subsidiary corporation unless the legislature shall have\nenacted a law granting such state authority such power for the\norganization of a specific corporation, provided, however, that a state\nauthority may organize a subsidiary corporation pursuant to the\nfollowing requirements:\n a. the purpose for which the subsidiary corporation shall be organized\nshall be for a project or projects which the state authority has the\npower to pursue pursuant to its corporate purposes;\n b. the primary reason for which the subsidiary corporation shall be\norganized shall be to limit the potential liability impact of the\nsubsidiary's project or projects on the authority or because state or\nfederal law requires that the purpose of a subsidiary be undertaken\nthrough a specific corporate structure; and\n c. the subsidiary corporation shall make the reports and other\ndisclosures as are required of state authorities, unless the subsidiary\ncorporation's operations and finances are consolidated with those of the\nauthority of which it is a subsidiary.\n 2. In such cases where a state authority has the power to organize a\nsubsidiary corporation pursuant to subdivision one of this section, the\nstate authority shall file, no less than sixty days prior to the\nformation of such subsidiary, notice to the authorities budget office,\nthe governor, the comptroller, and the legislature that it will be\ncreating a subsidiary.\n 3. Subsidiary corporations formed under subdivision one of this\nsection shall not have the authority to issue bonds, notes or other\ndebts, provided, however, that such subsidiary corporations may issue\nnotes or other debt to the public authority of which it is a subsidiary.\nNo such debt issued by the subsidiary to its parent authority shall in\ntotal exceed, at any time, a principal amount of five hundred thousand\ndollars or, during the nine months after the formation of the\nsubsidiary, one million dollars.\n 4. The certificate of incorporation or other document filed to\norganize a subsidiary corporation under this section shall state that\nthe state authority is the person organizing the corporation.\n 5. Provided, however, that nothing in this section shall be construed\nto grant an authority the power to create a subsidiary where the\nauthority does not otherwise have the power to do so.\n 6. On or before the first day of January, two thousand eleven, and\nannually on such day thereafter, any subsidiary public benefit\ncorporation, in cooperation with its parent public benefit corporation,\nshall provide to the chair and ranking minority member of the senate\nfinance committee, the chair and ranking minority member of the assembly\nways and means committee, and each chair and ranking member of the\nassembly and senate committees on corporations, authorities and\ncommissions a report on the subsidiary public benefit corporation. Such\nreport shall include for each subsidiary:\n a. The complete legal name, address and contact information of the\nsubsidiary;\n b. The structure of the organization of the subsidiary, including the\nnames and titles of each of its members, directors and officers, as well\nas a chart of its organizational structure;\n c. The complete bylaws and legal organization papers of the\nsubsidiary;\n d. A complete report of the purpose, operations, mission and projects\nof the subsidiary, including a statement of justification as to why the\nsubsidiary is necessary to continue its operations for the public\nbenefit for the people of the state of New York; and\n e. Any other information the subsidiary public benefit corporation\ndeems important to include in such report.\n 7. Notwithstanding any inconsistent provision of this section,\nparagraph b of subdivision one and subdivision three of this section\nshall not apply to an entity established in article ten-c of this\nchapter; provided, however, that no such public benefit corporation\nshall have the power to organize a subsidiary for the purpose of:\n a. evading the requirements of an existing collective bargaining\nagreement; or\n b. replacing or removing a certified employee organization.\n