2023 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; and
c.  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; and
e.  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; or
b. replacing or removing a certified employee organization.