§ 2856 — Powers and limitations of a nursing home company

§ 2856. Powers and limitations of a nursing home company. 1. Except\nas is inconsistent with the provisions of this article, a nursing home\ncompany shall have, in carrying out the purpose of this article, the\npowers conferred on corporations by the not-for-profit corporation law\nor the business corporation law, as the case may be, and shall be\nsubject to the limitations contained therein.\n 2. Nursing home companies shall have the following additional powers:\n (a) To make and execute contracts and other instruments necessary or\nconvenient in the exercise of its powers.\n (b) To acquire or contract to acquire from any persons, firm,\ncorporation, public corporation, municipality, federal or state agency,\nby grant, purchase, or otherwise, leaseholds, real, personal or mixed\nproperty or any interest therein, and to sell, assign, exchange,\ntransfer, mortgage or encumber the same.\n (c) To own, hold, clear and improve, leasehold, real, personal or\nmixed property or any interest therein.\n (d) In the case of a non-profit nursing home company, to issue\nnon-interest bearing income debentures up to an amount representing the\ndifference, if any, between the amount of the mortgage made by the\ncompany and the total estimated project cost, or the total actual cost,\nwhichever is less; in the case of a limited-profit nursing home company,\nto issue shares and debentures only in such amounts and form and to such\nperson, firm or corporation as may be approved by the commissioner.\n (e) To construct, reconstruct, rehabilitate, improve, alter, repair,\nlease, manage or operate and otherwise provide nursing home projects.\n (f) To insure or provide for the insurance of its property or\noperations as required by law and also against such other risks as it\nmay deem advisable.\n (g) To limit by contract the exercise of any of its powers.\n (h) To invest any funds held in reserves or sinking funds, or any\nfunds not required for immediate disbursement in property or securities\nin which savings banks may legally invest funds subject to their\ncontrol.\n (i) To sue and be sued.\n (j) To have a seal and alter the same at pleasure.\n (k) To make and from time to time amend and repeal bylaws, rules and\nregulations not inconsistent with the provisions of this article.\n (l) To enter into contracts with the New York state housing finance\nagency or the New York state medical care facilities finance agency, as\nthe case may be, for loans, and to pay all such fees and charges as may\nbe imposed by such agency as a condition of any such loan.\n (m) To receive assistance from the state, federal government,\nmunicipalities or any person, firm or corporation by contract or\notherwise; and to comply, subject to the provisions of this article,\nwith the terms and conditions of such assistance, and in connection with\nassistance grants which are made by the state, federal government or a\nmunicipality to reimburse the company for project costs which have been\npaid for by such company from the proceeds of a loan or such other funds\nwhich are legally made available to the company, to hold and apply such\nassistance grants in accordance with the requirements of the\ncommissioner and the New York state housing finance agency or the New\nYork state medical care facilities finance agency, as the case may be.\n (n) To do all other things necessary or convenient to carry out its\npowers.\n 3. No nursing home company shall:\n (a) Acquire any real property or interest therein unless such company\nshall first have obtained from the commissioner a certificate that such\nacquisition is consistent with the purposes of this article.\n (b) Issue notes, bonds, debentures, or other obligations without the\napproval of the commissioner. In the case of a limited-profit nursing\nhome company, pay dividends on its shares and interest on its debentures\nat a rate higher than six per centum per annum, issue shares and\ndebentures other than for money actually received for the use and lawful\npurposes of the company, except that shares and debentures may be issued\nfor property actually received for the use and lawful purposes of the\ncompany upon a valuation approved by the commissioner and such valuation\nshall be used in computing the estimated or actual project cost.\n (c) Without first having obtained the written consent of the\ncommissioner:\n (i) Construct, reconstruct, rehabilitate, improve, alter or repair any\nproject, or enter into any contract for such purposes.\n (ii) Sell, transfer, lease or encumber any real property, except that\nno such consent shall be necessary in any sale in foreclosure pursuant\nto section two thousand eight hundred sixty-four.\n (iii) Enter into any contracts relating to the management or operation\nof nursing home projects.\n (iv) Enter into any contracts for the payment of any salary, fee or\nemolument to officers or employees.\n (v) Make a guaranty of payment, or pledge any or all of its assets,\nincome or revenues to secure payment of its obligations.\n (vi) Voluntarily dissolve after twenty years, or such earlier date as\nthe bonds issued by the New York state housing finance agency or the New\nYork state medical care facilities finance agency, as the case may be,\nwith respect to the project are subject to redemption; provided,\nhowever, that in the event an unpaid balance remains due on a loan from\nthe New York state housing finance agency or the New York state medical\ncare facilities finance agency, as the case may be, the consent of the\nagency must also be obtained.\n