S T A T E O F N E W Y O R K
________________________________________________________________________
5703
2013-2014 Regular Sessions
I N A S S E M B L Y
March 6, 2013
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Introduced by M. of A. BRENNAN -- Multi-Sponsored by -- M. of A. JACOBS
-- read once and referred to the Committee on Corporations, Authori-
ties 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time or repealed.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 SIXTEEN, 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.
LBD89113-01-3
A. 5703 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.