§ 103 — Redevelopment companies; how created

New York § 103

• Jurisdiction: New York
• Law PVH: Private Housing Finance
• Art. 5: Redevelopment Companies

Text

§ 103. Redevelopment companies; how created. 1. A redevelopment\ncompany may be created as a corporation by three or more persons\nsigning, acknowledging and filing a certificate which shall contain:\n (1) The name of the proposed redevelopment company.\n (2) The purposes for which it is to be formed which shall be as\nfollows: To acquire one or more areas under a plan or plans, and to\nconstruct, own, maintain, operate, sell and convey projects pursuant to\nthe terms and provisions of this article.\n (3) The amount of the capital shares, and if any be preferred shares,\nthe preference thereof.\n (4) The number of shares of which the capital shall consist, all of\nwhich shall have a par value.\n (5) The city, village or town in which its principal business office\nis to be located; if located in the city of New York, the borough\nthereof in which it is to be located.\n (6) Its duration, which shall not be less than twenty years.\n (7) The number of directors, which shall not be less than three and\nwho need not be shareholders. One additional director may be designated\nby the supervising agency, and, in the case of all mutual companies,\nsuch additional director shall be designated by the supervising agency\nat the creation of the company and shall serve from the time of such\ndesignation at least until a board of directors has been elected by the\ntenants entitled to occupancy in the project by reason of ownership of\nshares in such company. The directors appointed by the supervising\nagency need not meet any of the qualifications prescribed in the\ncertificate of incorporation or the by-laws, and in the absence of fraud\nor bad faith shall not be personally liable for the debts, obligations\nor liabilities of the corporation.\n (8) The names and post-office addresses of the directors for the first\nyear.\n (9) The names and post-office addresses of the subscribers to the\ncertificate and a statement of the number of shares which each agrees to\ntake in the redevelopment company.\n (10) A provision that, so long as this article shall remain applicable\nto any project of the redevelopment company, the real property of the\nredevelopment company shall not be sold, transferred or assigned except\nas permitted by the terms and provisions of this article.\n (11) A declaration that all of the subscribers to the certificate are\nof full age; that at least two-thirds of them are citizens of the United\nStates and that at least one of them is a resident of the state of New\nYork; that at least one of the persons named as a director is a citizen\nof the United States and a resident of the state of New York.\n (12) A declaration that the redevelopment company has been organized\nto serve a public purpose and that it shall be and remain subject to the\nsupervision and control of the supervising agency except as provided in\nthis article, so long as this article remains applicable to any project\nof the redevelopment company; that all real and personal property\nacquired by it and all structures erected by it, shall be deemed to be\nacquired or created for the promotion of the purposes of this article.\n (13) A declaration that, upon the dissolution of the company pursuant\nto the provisions of subdivision one of section one hundred\ntwenty-three, the property may be conveyed in fee as provided in said\nsubdivision.\n (14) A declaration that mortgage indebtedness, income debenture\ncertificates and capital of the redevelopment company may be retired if,\nas and when there shall be funds available for amortization purposes in\nthe treasury of the redevelopment company.\n (15) A declaration that in the event of a violation by a company of a\nprovision of its certificate or of law or any rules and regulations\npromulgated pursuant to the provisions of this article, the supervising\nagency may, by written notice, as provided by this article, advise the\ndirectors, partners or trustees, as the case may be, of the company of\nits desire to remove any or all of the existing directors or to appoint\na manager or managers of the partnership or trust who shall exclusively\nexercise all of the powers of such partners or trustees, as the case may\nbe, for the duration of the appointment of such manager or managers. In\nthe event that the company fails to comply with the requirements of the\nsupervising agency within thirty days from date of mailing of said\nwritten notice, the supervising agency may, with the written approval of\nany mortgagee and without further notice to the company or to its\ndirectors, partners or trustees, as the case may be, remove such\ndirectors in the case of a redevelopment company which is a corporation\nor any of them from office and appoint such person or persons as the\nsupervising agency, in its sole discretion, deems advisable, including\nofficers or employees of the supervising agency, as new directors to\nserve in the places of those removed or appoint such manager or managers\nin the case of a redevelopment company which is a partnersnip or trust\nwho shall exclusively exercise all of the powers of such partners or\ntrustees, as the case may be. Directors or managers so appointed need\nnot meet qualifications which may be prescribed by the certificate,\nby-laws, partnership or trust agreement, or other rules or regulations\nof the company. In the absence of fraud or bad faith, directors or\nmanagers so appointed shall not be personally liable for debts,\nobligations or liabilities of the company. Directors or managers so\nappointed shall serve only for a period coexistent with the duration of\nsuch violation or until the supervising agency is assured, in a manner\nsatisfactory to it, against violations of a similar nature. Officers or\nemployees of the supervising agency who are appointed as such directors\nor managers shall serve in such capacity without compensation.\n (16) A designation of the secretary of state as agent of the\ncorporation upon whom process against it may be served and the post\noffice address within or without this state to which the secretary of\nstate shall mail a copy of any process against it served upon him.\n (17) If the corporation is to have a registered agent, his name and\naddress within this state and a statement that the registered agent is\nto be the agent of the corporation upon whom process against it may be\nserved.\n 2. (1) A redevelopment company may be created as a general partnership\nby the partners signing, acknowledging and filing as hereinafter\nprovided a certificate which shall contain:\n (a) The matters set out in paragraphs one, two, five, six, ten,\ntwelve, thirteen, fourteen and fifteen of subdivision one of this\nsection.\n (b) The names and post-office addresses of the partners.\n (c) A statement of the capital of the partnership.\n (d) As to all the partners who are individuals, a declaration that (i)\nall such partners are of full age; (ii) all of them if there be no more\nthan two and at least two-thirds of them if there be more than two are\ncitizens of the United States; and (iii) at least one of them is a\nresident of the state of New York; and as to all partners which are\ncorporations, a declaration that each such corporation is either\nincorporated under the laws of the state of New York or is a foreign\ncorporation duly authorized to do business in the state of New York.\n (2) A redevelopment company may be created as a limited partnership by\nthe partners filing as provided herein a copy of the certificate filed\nwith the county clerk pursuant to article eight of the partnership law.\nThe partners shall at the same time sign, acknowledge and file a further\ncertificate which shall contain the matters set out in paragraphs one,\ntwo, five, six, ten, twelve, thirteen, fourteen and fifteen of\nsubdivision one of this section and a declaration as to all of the\ngeneral partners which shall comply with the requirements of\nsubparagraph (d) of paragraph one of this subdivision.\n 2-a. A redevelopment company may be created as a limited liability\ncompany by the members signing, acknowledging and filing as hereinafter\nprovided a certificate which shall contain:\n (1) The matters set out in paragraphs one, two, five, six, ten,\ntwelve, thirteen, fourteen and fifteen of subdivision one of this\nsection.\n (2) The names and post-office addresses of the members.\n (3) A statement of the capital of the limited liability company.\n (4) As to all the members who are individuals, a declaration that (a)\nall such members are of full age; (b) all of them if there be no more\nthan two and at least two-thirds of them if there be more than two are\ncitizens of the United States; and (c) at least one of them is a\nresident of the state of New York; and as to all members which are\ncorporations, a declaration that each such corporation is either\nincorporated under the laws of the state of New York or is a foreign\ncorporation duly authorized to do business in the state of New York.\n 3. A redevelopment company may be created as a trust by the settlor\nsigning, acknowledging and filing as hereinafter provided a certificate\nwhich shall contain:\n (1) The matters set out in paragraphs one, two, five, six, ten,\ntwelve, thirteen, fourteen and fifteen of subdivision one of this\nsection.\n (2) A statement of the capital of the trust.\n (3) The name and post-office address of the trustee or trustees.\n (4) The name and post-office address of any person having a beneficial\ninterest, whether vested or contingent, under the trust.\n (5) As to all the trustees who are individuals, a declaration that (i)\nall such trustees are of full age; (ii) that all of them if there be no\nmore than two and at least two-thirds of them if there be more than two\nare citizens of the United States; and (iii) that at least one of them\nis a resident of the state of New York; and as to all trustees which are\ncorporations, a declaration that each such corporation is either\nincorporated under the laws of the state of New York or is a foreign\ncorporation duly authorized to do business in the state of New York.\n 4. A certificate made pursuant to this section shall further contain a\ndeclaration that after providing for all expenses, taxes and\nassessments, there shall be paid annually out of the earnings of the\nredevelopment company, a sum for interest on and amortization of any\nmortgage indebtedness and depreciation charges if, when and to the\nextent deemed necessary by the supervising agency, plus interest not\nexceeding six per centum on outstanding income debentures and a\ndistribution to the shareholders, to the partners or to the\nbeneficiaries of the trust having interests vested in possession, as the\ncase may be, not exceeding six per centum of the total of the capital;\nthat the obligation in respect of such payments shall be cumulative, and\nany deficiency in interest, amortization, depreciation and distribution\nin any year shall be paid either from any cash surplus derived from\nearnings remaining in the treasury of the redevelopment company in\nexcess of the amount necessary to provide such cumulative annual sums or\nfrom the first available earnings in subsequent years; and that any cash\nsurplus derived from earnings remaining in the treasury of the\nredevelopment company in excess of the amount necessary to provide such\ncumulative annual sums shall upon the dissolution of, or in the case of\na redevelopment company which is a trust the termination of, the company\nbe paid into the general fund of the municipality.\n 5. A certificate made pursuant to the provisions of this section may\nprovide that in the event that income debenture certificates are issued\nby the redevelopment company, the owners thereof may be given the same\nright to vote as they would have if possessed of shares of equivalent\npar value in the case of a corporation or if they had contributed\ncapital in the case of a partnership, or had a beneficial interest under\nthe trust vested in the case of a trust, of an amount equal to the\namount of the income debenture certificates held by them.\n If provision is made for the issue of income debenture certificates,\ninterest shall be paid by the redevelopment company on income debenture\ncertificates only out of net earnings of the redevelopment company that\nwould be applicable to payment of distributions if there were no income\ndebentures.\n