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

  Section  1. Resolved (if the Senate concur), That section 1 of article
10 of the constitution be amended to read as follows:
  Section 1. Corporations may be formed under general  laws;  but  shall
not  be  created  by  special act, except for municipal purposes, and in
cases where, in the judgment of the  legislature,  the  objects  of  the
corporation cannot be attained under general laws.  All general laws and
special acts passed pursuant to this section may be altered from time to
time or repealed.
  ON  OR  BEFORE  JULY FIRST, TWO THOUSAND TWELVE, THE LEGISLATURE SHALL
ENACT, AND MAY THEREAFTER FROM TIME TO TIME AMEND, A CODE  OF  CORPORATE
RESPONSIBILITY.  SUCH  CODE  SHALL SET FORTH THAT, IN RECOGNITION OF THE
GRANTING TO CORPORATIONS OF CERTAIN POWERS AND PRIVILEGES WHICH ARE  NOT
POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, CORPORATIONS DOING BUSINESS IN
THIS  STATE  HAVE CERTAIN RESPONSIBILITIES TO THE PEOPLE AND COMMUNITIES
OF THIS STATE. SUCH RESPONSIBILITIES SHALL INCLUDE (A) THE  RESPONSIBIL-
ITY TO DO BUSINESS IN THIS STATE IN A MANNER WHICH PROMOTES THE ECONOMIC
SECURITY  AND  DEVELOPMENT  OF THE STATE, ITS COMMUNITIES, AND ITS CITI-
ZENS, WHICH PROTECTS THE QUALITY OF THE STATE'S  AIR  AND  WATER,  WHICH
PROVIDES  SAFE  AND  SANITARY  WORKPLACES  FOR  ITS EMPLOYEES, AND WHICH
REFRAINS FROM THE EXERCISES OF MONOPOLISTIC OR OLIGOPOLISTIC  POWERS  TO
INCREASE  PRICES  AND  GENERATE  WINDFALL  PROFITS;  AND  (B) SUCH OTHER
RESPONSIBILITIES AS THE LEGISLATURE MAY DEEM APPROPRIATE  AND  NECESSARY
TO  THE  PROMOTION  OF THE HEALTH, SAFETY, AND WELFARE OF THE PEOPLE AND
COMMUNITIES OF THIS STATE.   THE CODE OF  CORPORATE  RESPONSIBILITY,  AS
ENACTED  AND FROM TIME TO TIME AMENDED BY THE LEGISLATURE, MAY ESTABLISH
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

IN  THIS  STATE.  ALL  ENTITIES  WHICH HAVE BEEN FORMED UNDER GENERAL OR
SPECIAL LAWS OF THIS STATE AND WHICH HAVE ANY OF THE  POWERS  OR  PRIVI-
LEGES  OF CORPORATIONS NOT POSSESSED BY INDIVIDUALS OR PARTNERSHIPS, AND
ALL  SUCH ENTITIES WHICH HAVE BEEN FORMED UNDER THE LAWS OF OTHER STATES
AND WHICH ARE DOING BUSINESS IN THIS STATE, SHALL CONDUCT  THEIR  ACTIV-
ITIES  IN THIS STATE IN ACCORDANCE WITH SUCH CODE OF CORPORATE RESPONSI-
BILITY.
  S 2. Resolved (if the Senate concur), That section 4 of article 10  of
the constitution be amended to read as follows:
  S  4.   The term corporations, as used in this section and in sections
1, 2, and 3 of this article, shall be construed to include  all  associ-
ations  [and],  joint-stock  companies, LIMITED LIABILITY COMPANIES, AND
OTHER ENTITIES having any of the powers or  privileges  of  corporations
not possessed by individuals or partnerships.  CORPORATIONS FORMED UNDER
THE  LAWS  OF  OTHER  STATES  OR OTHER COUNTRIES MAY DO BUSINESS IN THIS
STATE; PROVIDED THAT THEY PAY SUCH REGISTRATION  FEES  AND  TAXES,  THAT
THEY  REGISTER  WITH  THE  SECRETARY  OF STATE AND WITH SUCH OTHER STATE
OFFICER OR OFFICERS AS THE LEGISLATURE MAY REQUIRE BY LAW, AND THAT THEY
AGREE TO COMPLY AND DO COMPLY WITH ALL LAWS OF  THIS  STATE  WITH  WHICH
CORPORATIONS  FORMED UNDER THE LAWS OF THIS STATE MUST COMPLY, EXCEPT AS
OTHERWISE PROVIDED BY LAW.  THE SUPREME COURT MAY DISSOLVE A CORPORATION
FORMED UNDER THE LAWS OF THIS STATE OR REVOKE THE AUTHORITY TO DO  BUSI-
NESS  IN  THIS  STATE  OF A CORPORATION FORMED UNDER THE LAWS OF ANOTHER
STATE OR COUNTRY (A) IN AN ACTION BY THE  ATTORNEY  GENERAL,  IF  IT  IS
ESTABLISHED  THAT (I) THE CORPORATION OBTAINED ITS CERTIFICATE OF INCOR-
PORATION OR ITS AUTHORIZATION TO  DO  BUSINESS  IN  THIS  STATE  THROUGH
FRAUD,  OR  (II) THE CORPORATION HAS EXCEEDED OR ABUSED, ON A CONTINUING
BASIS, THE AUTHORITY CONFERRED UPON IT BY LAW OR  IT  HAS  VIOLATED  THE
LAW,  ON A CONTINUING BASIS, OR (III) THE CORPORATION HAS ACTED CONTRARY
TO THE PUBLIC POLICY OF THE STATE, OR (IV) THE CORPORATION HAS ACTED  IN
A  MANNER THAT IS INCONSISTENT WITH THE CODE OF CORPORATE RESPONSIBILITY
ESTABLISHED PURSUANT TO SECTION 1 OF THIS ARTICLE OR (B) IN AN ACTION BY
A SHAREHOLDER, IF IT IS ESTABLISHED  THAT  THE  DIRECTORS  OR  THOSE  IN
CONTROL  OF  THE CORPORATION HAVE ACTED, OR ARE ACTING, OR WILL ACT IN A
MANNER THAT IS ILLEGAL, OPPRESSIVE, OR FRAUDULENT. And all  corporations
shall  have  the  right  to  sue  and shall be subject to be sued in all
courts in like cases as natural persons.
  S 3. Resolved (if the Senate concur), That the foregoing amendment  be
referred  to  the  first regular legislative session convening after the
next succeeding general election of members of  the  assembly,  and,  in
conformity  with  section  1  of  article  19  of  the  constitution, be
published for 3 months previous to the time of such election.