NY Pub Serv L § 82 (2021)
2021 New York Laws PBS - Public Service Article 4-A - Provisions Relating to Steam Corporations; Regulating Price of Steam. 82 - Approval of Issues of Stock, Bonds and Other Forms of Indebtedness.

§ 82. Approval   of   issues  of  stock,  bonds  and  other  forms  of   indebtedness. A steam corporation organized or  existing,  or  hereafter   incorporated,  under  or by virtue of the laws of the state of New York,   may issue stock, bonds, notes or other evidences of indebtedness payable   at periods of more than twelve months  after  the  date  thereof,  or  a   receiver  of  such  a  corporation, if duly authorized by law, may issue   receiver's certificates, when necessary for the acquisition of property,   the construction, completion, extension or improvement of its  plant  or   distributing  system,  or  for  the  improvement  or  maintenance of its   service or for the discharge or lawful refunding of its  obligations  or   for  the  reimbursement  of moneys actually expended from income or from   any other moneys in the treasury  of  the  corporation  not  secured  or   obtained  from  the  issue  of stock, bonds, notes or other evidences of   indebtedness of such corporation, within ten years  next  prior  to  the   filing   of   an  application  with  the  commission  for  the  required   authorization, for any of the aforesaid purposes except  maintenance  of   service  and except replacements in cases where the applicant shall have   kept its accounts and vouchers of such expenditure in such manner as  to   enable  the commission to ascertain the amount of moneys so expended and   the purposes for which such  expenditure  was  made;  provided  and  not   otherwise  that  there  shall  have  been secured from the commission an   order authorizing such issue, and the amount thereof,  and  stating  the   purposes  to  which the issue or proceeds thereof are to be applied, and   that, in the opinion of the commission, the money, property or labor  to   be  procured  or  paid  for  by the issue of such stock, bonds, notes or   other evidences of indebtedness is or has been reasonably  required  for   the  purposes  specified  in  the  order,  and  that except as otherwise   permitted in the order in the case of bonds, notes and  other  evidences   of  indebtedness,  such  purposes are not in whole or in part reasonably   chargeable to operating expenses or to income. Stock may  be  issued  to   stockholders  as  a  stock  dividend provided that there shall have been   secured from the commission  an  order  authorizing  such  issue  and  a   transfer  of  surplus to capital in an amount equal to the par or stated   value of the stock so authorized and stating that a  sum  equal  to  the   amount  to be so transferred was expended for the purposes enumerated in   this section. Stock may be issued to an employee or director of a  steam   corporation under a stock option plan pursuant to which such corporation   grants  options  to  its  employees  or  directors to purchase shares of   stock, such options to be exercisable for a stated  period  of  time  to   purchase shares of stock at the market value of the stock at the time of   issuance of the option, provided that there shall have been secured from   the  commission  an  order  authorizing such issue and that the proceeds   from the exercise of the  stock  options  are  needed  for  one  of  the   purposes enumerated in this section. The issue of stocks, bonds or other   evidences  of  indebtedness,  within  the meaning of this section, shall   include the  sale  by  any  such  corporation  of  any  such  securities   previously  issued in compliance with the provisions of this section and   subsequently reacquired by such corporation, provided, however, for good   cause shown the  commission  may  exempt  from  the  restriction  hereof   stocks,  bonds  or  other  evidences of indebtedness. For the purpose of   enabling it to determine whether it should  issue  such  an  order,  the   commission  shall make such inquiry or investigation, hold such hearings   and examine such witnesses, books, papers, documents or contracts as  it   may  deem  of  importance  in enabling it to reach a determination. Such   corporation shall not without the consent of the commission  apply  said   issue  or  any  proceeds  thereof  to  any purpose not specified in such   order. Such steam corporation may  issue  notes,  for  proper  corporate   purposes  and  not in violation of any provision of this or of any other    act, payable at periods of not more  than  twelve  months  without  such   consent;  but  no  such  notes  shall,  in whole or in part, directly or   indirectly be refunded by  any  issue  of  stock  or  bonds  or  by  any   evidences  of  indebtedness  running for more than twelve months without   the consent of the commission.   The  commission  shall  have  power  to   require  every  such  corporation  to file with the commission after the   issuance of stocks, bonds, notes  or  other  evidences  of  indebtedness   issued  with  or  without  the  approval  of  the  commission  as herein   provided, a notice of such transaction in such form  as  the  commission   may  prescribe.  Provided,  however,  that  the commission shall have no   power  to  authorize  the  capitalization  of  any  franchise  to  be  a   corporation  nor to authorize the capitalization of any franchise or the   right to own, operate or enjoy any franchise whatsoever in excess of the   amount, exclusive of any tax or annual  charge,  actually  paid  to  the   state  or  to any political subdivision thereof as the consideration for   the grant of such franchise or right, nor to authorize the  issuance  of   any  stocks  or  other  securities  for  any  purposes  other than those   enumerated in this section. Nor shall the capital stock of a corporation   formed by the merger or consolidation of two or more corporations exceed   the sum of the capital stock of the corporations,  so  consolidated,  at   the  par  value thereof, or such sum or any additional sum actually paid   in  cash;  nor  shall  any  contract  for  consolidation  or  lease   be   capitalized  in  the  stock  of  any corporation whatever; nor shall any   corporation hereafter issue any bonds against or  as  a  lien  upon  any   contract for consolidation or merger.