NY Priv Hous Fin L § 103 (2021)
2021 New York Laws PVH - Private Housing Finance Article 5 - Redevelopment Companies 103 - Redevelopment Companies; How Created.

§  103.  Redevelopment  companies;  how  created.  1.  A redevelopment company may be created  as  a  corporation  by  three  or  more  persons signing, acknowledging and filing a certificate which shall contain:  (1) The name of the proposed redevelopment company.  (2)  The  purposes  for  which  it  is  to be formed which shall be as follows:  To acquire one or more areas under a plan  or  plans,  and  to construct,  own, maintain, operate, sell and convey projects pursuant to the terms and provisions of this article.  (3) The amount of the capital shares, and if any be preferred  shares, the preference thereof.  (4)  The  number  of shares of which the capital shall consist, all of which shall have a par value.  (5) The city, village or town in which its principal  business  office is  to  be  located;  if  located  in  the city of New York, the borough thereof in which it is to be located.  (6) Its duration, which shall not be less than twenty years.  (7) The number of directors, which shall not be less  than  three  and who  need not be shareholders. One additional director may be designated by the supervising agency, and, in the case  of  all  mutual  companies, such  additional  director shall be designated by the supervising agency at the creation of the company and shall serve from  the  time  of  such designation  at least until a board of directors has been elected by the tenants entitled to occupancy in the project by reason of  ownership  of shares  in  such  company.  The  directors  appointed by the supervising agency need not  meet  any  of  the  qualifications  prescribed  in  the certificate of incorporation or the by-laws, and in the absence of fraud or  bad  faith shall not be personally liable for the debts, obligations or liabilities of the corporation.  (8) The names and post-office addresses of the directors for the first year.  (9) The names and post-office addresses  of  the  subscribers  to  the certificate and a statement of the number of shares which each agrees to take in the redevelopment company.  (10) A provision that, so long as this article shall remain applicable to  any  project  of the redevelopment company, the real property of the redevelopment company shall not be sold, transferred or assigned  except as permitted by the terms and provisions of this article.  (11)  A declaration that all of the subscribers to the certificate are of full age; that at least two-thirds of them are citizens of the United States and that at least one of them is a resident of the state  of  New York;  that at least one of the persons named as a director is a citizen of the United States and a resident of the state of New York.  (12) A declaration that the redevelopment company has  been  organized to serve a public purpose and that it shall be and remain subject to the supervision  and control of the supervising agency except as provided in this article, so long as this article remains applicable to any  project of  the  redevelopment  company;  that  all  real  and personal property acquired by it and all structures erected by it, shall be deemed  to  be acquired or created for the promotion of the purposes of this article.  (13)  A declaration that, upon the dissolution of the company pursuant to  the  provisions  of  subdivision  one   of   section   one   hundred twenty-three,  the  property  may be conveyed in fee as provided in said subdivision.  (14)  A  declaration  that  mortgage  indebtedness,  income  debenture certificates and capital of the redevelopment company may be retired if, as  and when there shall be funds available for amortization purposes in the treasury of the redevelopment company.  (15) A declaration that in the event of a violation by a company of  a provision  of  its  certificate  or  of law or any rules and regulations promulgated pursuant to the provisions of this article, the  supervising agency  may,  by written notice, as provided by this article, advise the directors,  partners  or trustees, as the case may be, of the company of its desire to remove any or all of the existing directors or to  appoint a  manager or managers of the partnership or trust who shall exclusively exercise all of the powers of such partners or trustees, as the case may be, for the duration of the appointment of such manager or managers.  In the  event that the company fails to comply with the requirements of the supervising agency within thirty days  from  date  of  mailing  of  said written notice, the supervising agency may, with the written approval of any  mortgagee  and  without  further  notice  to  the company or to its directors, partners or  trustees,  as  the  case  may  be,  remove  such directors  in the case of a redevelopment company which is a corporation or any of them from office and appoint such person  or  persons  as  the supervising  agency,  in its sole discretion, deems advisable, including officers or employees of the supervising agency,  as  new  directors  to serve in the places of those removed or appoint such manager or managers in  the  case of a redevelopment company which is a partnersnip or trust who shall exclusively exercise all of the powers  of  such  partners  or trustees,  as  the  case may be. Directors or managers so appointed need not meet qualifications which may  be  prescribed  by  the  certificate, by-laws,  partnership  or trust agreement, or other rules or regulations of the company. In the absence of  fraud  or  bad  faith,  directors  or managers  so  appointed  shall  not  be  personally  liable  for  debts, obligations or liabilities of the  company.  Directors  or  managers  so appointed  shall serve only for a period coexistent with the duration of such violation or until the supervising agency is assured, in  a  manner satisfactory  to it, against violations of a similar nature. Officers or employees of the supervising agency who are appointed as such  directors or managers shall serve in such capacity without compensation.  (16)  A  designation  of  the  secretary  of  state  as  agent  of the corporation upon whom process against it may  be  served  and  the  post office  address  within  or without this state to which the secretary of state shall mail a copy of any process against it served upon him.  (17) If the corporation is to have a registered agent,  his  name  and address  within  this state and a statement that the registered agent is to be the agent of the corporation upon whom process against it  may  be served.   2. (1) A redevelopment company may be created as a general partnership by  the  partners  signing,  acknowledging  and  filing  as  hereinafter provided a certificate which shall contain:  (a) The matters set out  in  paragraphs  one,  two,  five,  six,  ten, twelve,  thirteen,  fourteen  and  fifteen  of  subdivision  one of this section.  (b) The names and post-office addresses of the partners.  (c) A statement of the capital of the partnership.  (d) As to all the partners who are individuals, a declaration that (i) all such partners are of full age; (ii) all of them if there be no  more than  two  and at least two-thirds of them if there be more than two are citizens of the United States; and (iii) at  least  one  of  them  is  a resident  of  the  state  of  New York; and as to all partners which are corporations,  a  declaration  that  each  such  corporation  is  either incorporated  under  the  laws  of the state of New York or is a foreign corporation duly authorized to do business in the state of New York.  (2) A redevelopment company may be created as a limited partnership by the partners filing as provided herein a copy of the  certificate  filed  with  the county clerk pursuant to article eight of the partnership law. The partners shall at the same time sign, acknowledge and file a further certificate which shall contain the matters set out in  paragraphs  one, two,   five,  six,  ten,  twelve,  thirteen,  fourteen  and  fifteen  of subdivision one of this section and a  declaration  as  to  all  of  the general   partners   which   shall   comply  with  the  requirements  of subparagraph (d) of paragraph one of this subdivision.   2-a. A redevelopment company may be created  as  a  limited  liability company  by the members signing, acknowledging and filing as hereinafter provided a certificate which shall contain:  (1) The matters set out  in  paragraphs  one,  two,  five,  six,  ten, twelve,  thirteen,  fourteen  and  fifteen  of  subdivision  one of this section.  (2) The names and post-office addresses of the members.  (3) A statement of the capital of the limited liability company.  (4) As to all the members who are individuals, a declaration that  (a) all  such  members  are of full age; (b) all of them if there be no more than two and at least two-thirds of them if there be more than  two  are citizens  of  the  United  States;  and  (c)  at  least one of them is a resident of the state of New York; and  as  to  all  members  which  are corporations,  a  declaration  that  each  such  corporation  is  either incorporated under the laws of the state of New York  or  is  a  foreign corporation duly authorized to do business in the state of New York.   3.  A  redevelopment  company may be created as a trust by the settlor signing, acknowledging and filing as hereinafter provided a  certificate which shall contain:  (1)  The  matters  set  out  in  paragraphs  one, two, five, six, ten, twelve, thirteen, fourteen  and  fifteen  of  subdivision  one  of  this section.  (2) A statement of the capital of the trust.  (3) The name and post-office address of the trustee or trustees.  (4) The name and post-office address of any person having a beneficial interest, whether vested or contingent, under the trust.  (5) As to all the trustees who are individuals, a declaration that (i) all  such trustees are of full age; (ii) that all of them if there be no more than two and at least two-thirds of them if there be more than  two are  citizens  of the United States; and (iii) that at least one of them is a resident of the state of New York; and as to all trustees which are corporations,  a  declaration  that  each  such  corporation  is  either incorporated  under  the  laws  of the state of New York or is a foreign corporation duly authorized to do business in the state of New York.   4. A certificate made pursuant to this section shall further contain a declaration  that  after  providing  for   all   expenses,   taxes   and assessments,  there  shall  be  paid annually out of the earnings of the redevelopment company, a sum for interest on  and  amortization  of  any mortgage  indebtedness  and  depreciation  charges  if,  when and to the extent deemed necessary by the supervising  agency,  plus  interest  not exceeding  six  per  centum  on  outstanding  income  debentures  and  a distribution  to  the  shareholders,  to  the   partners   or   to   the beneficiaries of the trust having interests vested in possession, as the case  may  be, not exceeding six per centum of the total of the capital; that the obligation in respect of such payments shall be cumulative, and any deficiency in interest, amortization, depreciation and  distribution in  any  year  shall  be  paid either from any cash surplus derived from earnings remaining in the  treasury  of  the  redevelopment  company  in excess of the amount necessary to provide such cumulative annual sums or from the first available earnings in subsequent years; and that any cash surplus   derived  from  earnings  remaining  in  the  treasury  of  the  redevelopment company in excess of the amount necessary to provide  such cumulative  annual sums shall upon the dissolution of, or in the case of a redevelopment company which is a trust the termination of, the company be paid into the general fund of the municipality.   5.  A  certificate made pursuant to the provisions of this section may provide that in the event that income debenture certificates are  issued by  the  redevelopment company, the owners thereof may be given the same right to vote as they would have if possessed of  shares  of  equivalent par  value  in  the  case  of  a  corporation or if they had contributed capital in the case of a partnership, or had a beneficial interest under the trust vested in the case of a trust,  of  an  amount  equal  to  the amount of the income debenture certificates held by them.   If  provision  is made for the issue of income debenture certificates, interest shall be paid by the redevelopment company on income  debenture certificates  only out of net earnings of the redevelopment company that would be applicable to payment of distributions if there were no  income debentures.