Bill Text: NY A04273 | 2009-2010 | General Assembly | Introduced


Bill Title: CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY proposing amendments to sections 1 and 4 of article 10 of the constitution, in relation to corporations

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Introduced - Dead) 2010-01-06 - referred to corporations, authorities and commissions [A04273 Detail]

Download: New_York-2009-A04273-Introduced.html
                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                         4273
                              2009-2010 Regular Sessions
                                 I N  A S S E M B L Y
                                   February 2, 2009
                                      ___________
       Introduced by M. of A. BRODSKY -- Multi-Sponsored by -- M. of A. JOHN --
         read  once  and referred to the Committee on Corporations, Authorities
         and Commissions
                   CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY
       proposing amendments to sections 1 and 4 of article 10 of the  constitu-
         tion, in relation to corporations
    1    Section  1. Resolved (if the Senate concur), That section 1 of article
    2  10 of the constitution be amended to read as follows:
    3    Section 1. Corporations may be formed under general  laws;  but  shall
    4  not  be  created  by  special act, except for municipal purposes, and in
    5  cases where, in the judgment of the  legislature,  the  objects  of  the
    6  corporation cannot be attained under general laws.  All general laws and
    7  special acts passed pursuant to this section may be altered from time to
    8  time or repealed.
    9    ON  OR  BEFORE  JULY FIRST, TWO THOUSAND TWELVE, THE LEGISLATURE SHALL
   10  ENACT, AND MAY THEREAFTER FROM TIME TO TIME AMEND, A CODE  OF  CORPORATE
   11  RESPONSIBILITY.  SUCH  CODE  SHALL SET FORTH THAT, IN RECOGNITION OF THE
   12  GRANTING TO CORPORATIONS OF CERTAIN POWERS AND PRIVILEGES WHICH ARE  NOT
   13  POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, CORPORATIONS DOING BUSINESS IN
   14  THIS  STATE  HAVE CERTAIN RESPONSIBILITIES TO THE PEOPLE AND COMMUNITIES
   15  OF THIS STATE. SUCH RESPONSIBILITIES SHALL INCLUDE (A) THE  RESPONSIBIL-
   16  ITY TO DO BUSINESS IN THIS STATE IN A MANNER WHICH PROMOTES THE ECONOMIC
   17  SECURITY  AND  DEVELOPMENT  OF THE STATE, ITS COMMUNITIES, AND ITS CITI-
   18  ZENS, WHICH PROTECTS THE QUALITY OF THE STATE'S  AIR  AND  WATER,  WHICH
   19  PROVIDES  SAFE  AND  SANITARY  WORKPLACES  FOR  ITS EMPLOYEES, AND WHICH
   20  REFRAINS FROM THE EXERCISES OF MONOPOLISTIC OR OLIGOPOLISTIC  POWERS  TO
   21  INCREASE  PRICES  AND  GENERATE  WINDFALL  PROFITS;  AND  (B) SUCH OTHER
   22  RESPONSIBILITIES AS THE LEGISLATURE MAY DEEM APPROPRIATE  AND  NECESSARY
   23  TO  THE  PROMOTION  OF THE HEALTH, SAFETY, AND WELFARE OF THE PEOPLE AND
   24  COMMUNITIES OF THIS STATE.   THE CODE OF  CORPORATE  RESPONSIBILITY,  AS
   25  ENACTED  AND FROM TIME TO TIME AMENDED BY THE LEGISLATURE, MAY ESTABLISH
   26  SPECIFIC ACTIONS WHICH MAY NOT BE TAKEN BY CORPORATIONS  DOING  BUSINESS
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD89083-01-9
       A. 4273                             2
    1  IN  THIS  STATE.  ALL  ENTITIES  WHICH HAVE BEEN FORMED UNDER GENERAL OR
    2  SPECIAL LAWS OF THIS STATE AND WHICH HAVE ANY OF THE  POWERS  OR  PRIVI-
    3  LEGES  OF CORPORATIONS NOT POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, AND
    4  ALL  SUCH ENTITIES WHICH HAVE BEEN FORMED UNDER THE LAWS OF OTHER STATES
    5  AND WHICH ARE DOING BUSINESS IN THIS STATE, SHALL CONDUCT  THEIR  ACTIV-
    6  ITIES  IN THIS STATE IN ACCORDANCE WITH SUCH CODE OF CORPORATE RESPONSI-
    7  BILITY.
    8    S 2. Resolved (if the Senate concur), That section 4 of article 10  of
    9  the constitution be amended to read as follows:
   10    S  4.   The term corporations, as used in this section and in sections
   11  1, 2, and 3 of this article, shall be construed to include  all  associ-
   12  ations  [and],  joint-stock  companies, LIMITED LIABILITY COMPANIES, AND
   13  OTHER ENTITIES having any of the powers or  privileges  of  corporations
   14  not possessed by individuals or partnerships.  CORPORATIONS FORMED UNDER
   15  THE  LAWS  OF  OTHER  STATES  OR OTHER COUNTRIES MAY DO BUSINESS IN THIS
   16  STATE; PROVIDED THAT THEY PAY SUCH REGISTRATION  FEES  AND  TAXES,  THAT
   17  THEY  REGISTER  WITH  THE  SECRETARY  OF STATE AND WITH SUCH OTHER STATE
   18  OFFICER OR OFFICERS AS THE LEGISLATURE MAY REQUIRE BY LAW, AND THAT THEY
   19  AGREE TO COMPLY AND DO COMPLY WITH ALL LAWS OF  THIS  STATE  WITH  WHICH
   20  CORPORATIONS  FORMED UNDER THE LAWS OF THIS STATE MUST COMPLY, EXCEPT AS
   21  OTHERWISE PROVIDED BY LAW.  THE SUPREME COURT MAY DISSOLVE A CORPORATION
   22  FORMED UNDER THE LAWS OF THIS STATE OR REVOKE THE AUTHORITY TO DO  BUSI-
   23  NESS  IN  THIS  STATE  OF A CORPORATION FORMED UNDER THE LAWS OF ANOTHER
   24  STATE OR COUNTRY (A) IN AN ACTION BY THE  ATTORNEY  GENERAL,  IF  IT  IS
   25  ESTABLISHED  THAT (I) THE CORPORATION OBTAINED ITS CERTIFICATE OF INCOR-
   26  PORATION OR ITS AUTHORIZATION TO  DO  BUSINESS  IN  THIS  STATE  THROUGH
   27  FRAUD,  OR  (II) THE CORPORATION HAS EXCEEDED OR ABUSED, ON A CONTINUING
   28  BASIS, THE AUTHORITY CONFERRED UPON IT BY LAW OR  IT  HAS  VIOLATED  THE
   29  LAW,  ON A CONTINUING BASIS, OR (III) THE CORPORATION HAS ACTED CONTRARY
   30  TO THE PUBLIC POLICY OF THE STATE, OR (IV) THE CORPORATION HAS ACTED  IN
   31  A  MANNER THAT IS INCONSISTENT WITH THE CODE OF CORPORATE RESPONSIBILITY
   32  ESTABLISHED PURSUANT TO SECTION 1 OF THIS ARTICLE OR (B) IN AN ACTION BY
   33  A SHAREHOLDER, IF IT IS ESTABLISHED  THAT  THE  DIRECTORS  OR  THOSE  IN
   34  CONTROL  OF  THE CORPORATION HAVE ACTED, OR ARE ACTING, OR WILL ACT IN A
   35  MANNER THAT IS ILLEGAL, OPPRESSIVE, OR FRAUDULENT. And all  corporations
   36  shall  have  the  right  to  sue  and shall be subject to be sued in all
   37  courts in like cases as natural persons.
   38    S 3. Resolved (if the Senate concur), That the foregoing amendment  be
   39  referred  to  the  first regular legislative session convening after the
   40  next succeeding general election of members of  the  assembly,  and,  in
   41  conformity  with  section  1  of  article  19  of  the  constitution, be
   42  published for 3 months previous to the time of such election.
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