Assembly Bill A11247

                            
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  11247

                          I N  A S S E M B L Y

                              May 25, 2010
                               ___________

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:

  Section  1.  Subparagraph  6  of  paragraph  (a)  and paragraph (d) of
section 511 of the not-for-profit corporation law, as amended by chapter
961 of the laws of 1972, are amended to read as follows:
  6. That the consideration and the terms of the sale,  lease,  exchange
or  other  disposition  of  the  assets  of the corporation are fair and
reasonable to the PUBLIC AND TO THE corporation, and that  the  purposes
of  the corporation, or the interests of its members AND THE PUBLIC will
be promoted thereby, and a concise statement of  the  reasons  therefor.
FOR  CORPORATIONS  SEEKING TO DISPOSE OF PROPERTY WITH PUBLIC ACCESS AND
NATIONAL, STATE AND/OR LOCAL LANDMARK DESIGNATION, THE  STATEMENT  SHALL
INCLUDE  THE FOLLOWING: INFORMATION REGARDING THE PUBLIC INVESTMENT MADE
IN THE ASSET, SUCH AS STATE AND/OR FEDERAL GRANTS; THE POTENTIAL  IMPACT
THE  DISPOSITION  MAY  HAVE  ON  THE COMMUNITY; THE NATIONAL, FEDERAL OR
LOCAL DESIGNATIONS GRANTED TO THE ASSET,  IF  APPLICABLE;  AND  HOW  THE
DISPOSITION  WILL  PROMOTE  OR LIMIT THE PUBLIC MISSION OF THE ORGANIZA-
TION.
  (d) If it shall appear, to the satisfaction of  the  court,  that  the
consideration  and  the terms of the transaction are fair and reasonable
to the corporation AND THE PUBLIC and that the purposes  of  the  corpo-
ration  or the interests of the members AND THE PUBLIC will be promoted,
it may authorize the sale, lease, exchange or other disposition  of  all
or  substantially all the assets of the corporation, as described in the
petition, for such consideration and upon such terms as  the  court  may
prescribe.  The  order  of the court shall direct the disposition of the
consideration to be received thereunder by the corporation.

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD14933-02-0
              

A. 11247                            2

  S 2. Section 511 of the not-for-profit corporation law is  amended  by
adding a new paragraph (e) to read as follows:
  (E)  1.  FOR  PURPOSES OF THIS PARAGRAPH, NATIONAL, STATE AND/OR LOCAL
LANDMARK SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY  BUILDINGS,  STATUES,
STRUCTURES  OR LANDS THAT HAVE BEEN DESIGNATED A NATIONAL, STATE, AND/OR
LOCAL LANDMARK OR HISTORIC SITE.
  2. CORPORATIONS SEEKING TO SELL, LEASE, EXCHANGE OR OTHERWISE  DISPOSE
OF PROPERTY WITH PUBLIC ACCESS AND NATIONAL, STATE AND/OR LOCAL LANDMARK
DESIGNATION,  IN  ADDITION TO COMPLIANCE WITH PARAGRAPHS (A) THROUGH (D)
OF THIS SECTION, SHALL,  PRIOR  TO  SEEKING  APPROVAL  FROM  THE  COURT,
CONDUCT  A  PUBLIC HEARING AT A TIME AND PLACE DESIGNATED IN A NOTICE TO
THE VILLAGE, TOWN OR MUNICIPALITY WHERE SUCH LANDMARK IS LOCATED.
  3. NOTICE TO THE VILLAGE,  TOWN  OR  MUNICIPALITY  AS  REQUIRED  UNDER
SUBPARAGRAPH  TWO  OF  THIS  PARAGRAPH  SHALL BE GIVEN AT LEAST TEN DAYS
PRIOR TO THE PUBLIC HEARING. AT SUCH  PUBLIC  HEARING,  THE  CORPORATION
SHALL:
  (A) DISCLOSE THE PUBLIC INVESTMENT MADE IN THE ASSET, SUCH AS STATE OR
FEDERAL GRANTS; AND
  (B)  DISCLOSE  THE  POTENTIAL  IMPACT  THE DISPOSITION MAY HAVE ON THE
COMMUNITY,  INCLUDING   THE   POTENTIAL   ALTERATION,   IMPROVEMENT   OR
DESTRUCTION OF SUCH LANDMARK; AND
  (C)  DISCLOSE  THE  NATIONAL, FEDERAL OR LOCAL DESIGNATIONS GRANTED TO
THE LANDMARK AND THE IMPACT OF  SUCH  SALE,  LEASE,  EXCHANGE  OR  OTHER
DISPOSITION UPON SUCH LANDMARK'S DESIGNATIONS; AND
  (D)  PROVIDE  THE NAME AND ADDRESS OF THE COURT TO WHICH IT IS SEEKING
LEAVE FOR SUCH SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF A LANDMARK,
FOR THE PURPOSE OF INFORMING THE COMMUNITY AS TO  WHERE  TO  DIRECT  ITS
COMMENTS FOLLOWING THE HEARING.
  4. AT THE CONCLUSION OF SUCH PUBLIC HEARING AS REQUIRED UNDER SUBPARA-
GRAPH  TWO  OF  THIS  PARAGRAPH,  THE COMMUNITY SHALL TAKE A VOTE ON THE
SINGULAR ISSUE OF WHETHER IT APPROVES OR DISAPPROVES  OF  THE  POTENTIAL
SALE,  LEASE,  EXCHANGE  OR  OTHER  DISPOSITION  OF SUCH LANDMARK.   THE
RESULTS OF SUCH VOTE SHALL BE RECORDED BY THE CORPORATION  AND  INCLUDED
IN ITS PETITION TO THE COURT.
  5.  FOLLOWING THE PUBLIC HEARING AS REQUIRED UNDER SUBPARAGRAPH TWO OF
THIS PARAGRAPH, THE COURT SHALL REQUIRE  A  THIRTY  DAY  PUBLIC  COMMENT
PERIOD,  DURING WHICH RESIDENTS OF THE VILLAGE, TOWN OR MUNICIPALITY MAY
EXPRESS THEIR APPROVAL OR DISAPPROVAL OF THE SALE,  LEASE,  EXCHANGE  OR
OTHER  DISPOSITION OF SUCH LANDMARK. COMMENTS SHALL BE IN CORRESPONDENCE
DIRECTED TO THE COURT.
  6. AT THE CONCLUSION OF THE THIRTY DAY PERIOD REQUIRED UNDER  SUBPARA-
GRAPH FIVE OF THIS PARAGRAPH, THE COURT SHALL ENTERTAIN THE PETITION FOR
THE  SALE,  LEASE,  EXCHANGE  OR  OTHER  DISPOSITION  OF  SUCH LANDMARK;
PROVIDED THAT SUCH PETITION COMPLIES WITH PARAGRAPHS (A) THROUGH (D)  OF
THIS SECTION.
  7.  WHEN CONTEMPLATING THE FAIRNESS AND REASONABLENESS OF THE TERMS OF
THE PROPOSED TRANSACTION INVOLVING A NATIONAL, STATE AND/OR LOCAL  LAND-
MARK,  THE  COURT SHALL CONSIDER THE VOTE OF THE COMMUNITY AT THE PUBLIC
HEARING AND ANY SUCH COMMENTS THAT IT DEEMS REFLECTIVE OF  COMMUNITY  OR
VOTER SENTIMENT REGARDING THE PROPOSED TRANSACTION.
  S 3. This act shall take effect immediately.