S T A T E   O F   N E W   Y O R K
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                                  5703

                       2013-2014 Regular Sessions

                          I N  A S S E M B L Y

                              March 6, 2013
                               ___________

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time or repealed.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.