S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   10096
 
                           I N  A S S E M B L Y
 
                              March 14, 2018
                                ___________
 
 Introduced  by  M.  of A. PAULIN, SEAWRIGHT -- 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 time or repealed.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 TWENTY, 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
 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
 
              

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD89076-01-7

 A. 10096                            2
 
 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.
   §  2. Resolved (if the Senate concur), That section 4 of article 10 of
 the constitution be amended to read as follows:
   § 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.
   §  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.