NY Pub Auth L § 2827-A (2021)
2021 New York Laws PBA - Public Authorities Article 9 - General Provisions Title 2 - Boards of Public Authorities 2827-A - Subsidiaries of Public Authorities.

§  2827-a.  Subsidiaries of public authorities. 1. Notwithstanding any   law to the contrary, no state authority shall hereafter have  the  power   to organize any subsidiary corporation unless the legislature shall have   enacted  a  law  granting  such  state  authority  such  power  for  the   organization of a specific corporation, provided, however, that a  state   authority   may  organize  a  subsidiary  corporation  pursuant  to  the   following requirements:a. the purpose for which the subsidiary corporation shall be organized   shall be for a project or projects which the  state  authority  has  the   power to pursue pursuant to its corporate purposes;b.  the  primary  reason for which the subsidiary corporation shall be   organized shall be to  limit  the  potential  liability  impact  of  the   subsidiary's  project  or  projects on the authority or because state or   federal law requires that the purpose  of  a  subsidiary  be  undertaken   through a specific corporate structure; andc.  the  subsidiary  corporation  shall  make  the  reports  and other   disclosures as are required of state authorities, unless the  subsidiary   corporation's operations and finances are consolidated with those of the   authority of which it is a subsidiary.2.  In  such cases where a state authority has the power to organize a   subsidiary corporation pursuant to subdivision one of this section,  the   state  authority  shall  file,  no  less  than  sixty  days prior to the   formation of such subsidiary, notice to the authorities  budget  office,   the  governor,  the  comptroller,  and  the  legislature that it will be   creating a subsidiary.3. Subsidiary  corporations  formed  under  subdivision  one  of  this   section  shall  not  have  the  authority to issue bonds, notes or other   debts, provided, however, that such subsidiary  corporations  may  issue   notes or other debt to the public authority of which it is a subsidiary.   No  such  debt issued by the subsidiary to its parent authority shall in   total exceed, at any time, a principal amount of five  hundred  thousand   dollars   or,  during  the  nine  months  after  the  formation  of  the   subsidiary, one million dollars.4. The  certificate  of  incorporation  or  other  document  filed  to   organize  a  subsidiary  corporation under this section shall state that   the state authority is the person organizing the corporation.5. Provided, however, that nothing in this section shall be  construed   to  grant  an  authority  the  power  to  create  a subsidiary where the   authority does not otherwise have the power to do so.6. On or before the first day of January,  two  thousand  eleven,  and   annually   on   such  day  thereafter,  any  subsidiary  public  benefit   corporation, in cooperation with its parent public benefit  corporation,   shall  provide  to  the  chair and ranking minority member of the senate   finance committee, the chair and ranking minority member of the assembly   ways and means committee, and each  chair  and  ranking  member  of  the   assembly   and   senate  committees  on  corporations,  authorities  and   commissions a report on the subsidiary public benefit corporation.  Such   report shall include for each subsidiary:a.  The  complete  legal  name, address and contact information of the   subsidiary;b. The structure of the organization of the subsidiary, including  the   names and titles of each of its members, directors and officers, as well   as a chart of its organizational structure;c.   The   complete  bylaws  and  legal  organization  papers  of  the   subsidiary;d. A complete report of the purpose, operations, mission and  projects   of  the subsidiary, including a statement of justification as to why the    subsidiary is necessary  to  continue  its  operations  for  the  public   benefit for the people of the state of New York; ande.  Any  other  information  the subsidiary public benefit corporation   deems important to include in such report.7.  Notwithstanding  any  inconsistent  provision  of  this   section,   paragraph  b  of  subdivision  one and subdivision three of this section   shall not apply to an  entity  established  in  article  ten-c  of  this   chapter;  provided,  however,  that  no  such public benefit corporation   shall have the power to organize a subsidiary for the purpose of:a. evading the  requirements  of  an  existing  collective  bargaining   agreement; orb. replacing or removing a certified employee organization.