S T A T E   O F   N E W   Y O R K
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                                   6017
 
                        2017-2018 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             February 21, 2017
                                ___________
 
 Introduced by M. of A. DINOWITZ -- 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 time or repealed.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 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
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
              

                       [ ] is old law to be omitted.
                                                            LBD89076-01-7

 A. 6017                             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.
   §  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.