S T A T E   O F   N E W   Y O R K
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                                  5861

                       2011-2012 Regular Sessions

                          I N  A S S E M B L Y

                              March 2, 2011
                               ___________

Introduced  by M. of A. BRENNAN -- read once and referred to the Commit-
  tee 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time or repealed.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 FOURTEEN, 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
IN  THIS  STATE.  ALL  ENTITIES  WHICH HAVE BEEN FORMED UNDER GENERAL OR

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

                                                           LBD89112-01-1

A. 5861                             2

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.