2023 New York Laws › NPC - Not-For-Profit Corporation › Article 14 - Special Not-for-Profit Corporations › 1412 - University Faculty Practice Corporations.

§ 1412. University faculty practice corporations.
(a)  Organization.  Notwithstanding any other provision of law, one or
more individuals who are duly authorized  by  law  to  render  the  same
professional  service,  which  shall  be  the  practice of medicine, the
practice of dentistry, the practice of chiropractics,  the  practice  of
physical  therapy  or  the practice of optometry, and who are members of
the faculty of  the  same  accredited  medical  school,  dental  school,
chiropractic college, college or university with an accredited doctor of
physical  therapy  program  or  optometry college, as applicable, in the
state of New York may organize, or cause to be organized,  a  university
faculty  practice  corporation under this article (1) for the purpose of
supporting the educational mission of such school by providing  clinical
instruction  and  supervision  of  students  of such school, interns and
residents and, incident thereto, rendering professional services and (2)
which shall be operated in compliance with (A) section 501(c)(3) of  the
United  States  internal  revenue code and (B) the faculty practice plan
with which members of the faculty of such school are required to comply,
as amended from time to time.
(b) Definition. "University  faculty  practice  corporation"  means  a
corporation organized or reincorporated under this section.
(c)  Certificate of incorporation. The certificate of incorporation of
a university faculty practice corporation shall meet the requirements of
this  chapter  and  shall  have  attached  thereto  a   certificate   or
certificates  issued  by the licensing authority certifying that each of
the proposed members, if any, directors and officers  is  authorized  by
law  to practice the profession which the corporation is being organized
to practice. The certificate shall  also  state  (1)  the  name  of  the
medical   school,   dental  school,  chiropractic  college,  college  or
university with an accredited doctor  of  physical  therapy  program  or
optometry  college, as applicable, in the state of New York of which the
proposed members, if any, directors and officers  are  faculty  and  (2)
that  such  corporation  shall  operate  in  compliance with (A) section
501(c)(3) of the United States internal revenue code and (B) the faculty
practice plan with which members of  the  faculty  of  such  school  are
required to comply, as amended from time to time.
(d)  Type.  A  university faculty practice corporation is a charitable
corporation under this chapter.
(e) Applicability of  laws;  members,  directors  and  officers.  This
chapter shall be applicable to a university faculty practice corporation
except  to  the  extent  that  the provisions thereof conflict with this
section. A university faculty practice corporation  may  consolidate  or
merge  only  with  another  university faculty practice corporation. The
following provisions of article fifteen of the business corporation  law
shall  be applicable to a university faculty practice corporation except
that each reference in such  provisions  to  a  "shareholder"  shall  be
deemed  to  be  a  reference  to  a  "member" and each reference in such
provisions to "shareholders" shall be deemed a reference  to  "members":
paragraphs  (a),  (b),  (c)  and  (e)  of  section  fifteen hundred one;
paragraphs (b), (c) and (d) of section fifteen hundred three; paragraphs
(a), (c) and (g)  of  section  fifteen  hundred  four;  section  fifteen
hundred  five;  section  fifteen  hundred nine except to the extent such
section refers to section fifteen hundred ten; paragraph (a) of  section
fifteen  hundred  twelve;  section fifteen hundred fourteen; and section
fifteen hundred fifteen.  No individual may be  a  member,  director  or
officer  of  a  university  faculty  practice  corporation  unless  such
individual is authorized by law to practice in this state the profession
which such corporation is authorized to practice and is a member of  the
faculty  of  the  medical  school,  dental school, chiropractic college,

college or university with an  accredited  doctor  of  physical  therapy
program  or  optometry  college  which  such corporation is organized to
support.
(f)  Corporations  heretofore incorporated. Any corporation heretofore
incorporated under article fifteen of the business corporation  law  and
operated in compliance with the requirements of section 501(c)(3) of the
United  States  internal  revenue  code  may  amend  its  certificate of
incorporation and be reincorporated as  a  university  faculty  practice
corporation  organized  under  this  section by making and filing in the
office of the secretary of state a certificate entitled "Certificate  of
Reincorporation  of...(name  of incorporation) under section 1412 of the
Not-for-Profit Corporation Law." (1)  Such  reincorporation  certificate
shall   contain  the  provisions  required,  and  any  other  provisions
permitted, by section 402 of this chapter and shall also set forth (A) a
statement  that  such  corporation  is   filing   such   reincorporation
certificate  under this section, (B) if the name of such corporation has
been changed, the name  under  which  such  corporation  was  originally
incorporated, (C) the date of incorporation of such corporation, (D) the
names  and  post-office addresses of the holders of record of all of the
outstanding shares of such corporation entitled to vote, (E) a statement
that such corporation has elected to become and be a university  faculty
practice  corporation  organized  and  operated  under by virtue of this
section and (F)  the  statements  required  by  paragraph  (c)  of  this
section.  (2)  Such  reincorporation  certificate  shall  be  either (A)
subscribed in person or by proxy by all of the holders of record of  all
of the outstanding shares of such corporation entitled to vote and shall
have  annexed  an  affidavit  of the secretary or an assistant secretary
that the persons who have executed the  certificate,  in  person  or  by
proxy, constitute all of the holders of record of all of the outstanding
shares  of  the  corporation  entitled  to vote or (B) subscribed by the
president or  a  vice  president  and  the  secretary  or  an  assistant
secretary  and  shall have annexed an affidavit of such officers stating
that they have been authorized to execute and file such  reincorporation
certificate  by  the  votes,  cast  in person or by proxy, of all of the
holders of record of all of the outstanding shares of  such  corporation
entitled  to vote at the meeting at which such votes were cast, and that
such votes were cast at  a  meeting  of  shareholders  held  on  a  date
specified,  upon  notice  pursuant  to  section  six hundred five of the
business  corporation  law.  (3)  A  reincorporation  pursuant  to  this
paragraph  shall not effect a dissolution of such corporation, but shall
be deemed a continuation of its corporate existence,  without  affecting
its  then-existing property rights or liabilities, or the liabilities of
its shareholders, directors or officers as such, but thereafter it shall
have  only  such  rights,  powers  and  privileges,  and  it  and   such
shareholders, directors and officers shall be subject only to such other
duties and liabilities, as a university faculty practice corporation and
members,  directors  and  officers  thereof.  (4)  Upon  the filing of a
reincorporation certificate in the office of the secretary of state, (A)
any issued and outstanding shares of such corporation shall be purchased
by such corporation at a purchase price equal to  the  price  for  which
such  shares  were  originally  issued,  or  such  other  price  as such
corporation shall agree to, such price to be paid out of the surplus  of
the  corporation,  whereupon such shares shall be deemed cancelled as of
the date of such filing and (B) such reincorporation  certificate  shall
be   deemed   to  replace  the  certificate  of  incorporation  of  such
corporation. The department of state shall not file such certificate  of
reincorporation  unless  the consent of the commissioner of taxation and
finance is attached thereto. Such certificate of consent shall  only  be

given  if  the  commissioner of taxation and finance ascertains that all
taxes imposed under article nine-A of the tax law, as well as  penalties
and  interest  charges  related thereto, accrued against the corporation
have been paid.
(g)  Effect  of  section.  University  faculty  practice  corporations
incorporated or reincorporated under this section shall be organized and
operated exclusively for the purposes set forth in paragraph (a) of this
section and shall be subject to the restrictions and limitations imposed
by  or  pursuant  to  paragraphs  (a)   and   (e)   of   this   section.
Notwithstanding  anything to the contrary in article twenty-eight of the
public health law  or  the  regulations  adopted  pursuant  thereto,  no
corporation   organized  under  this  section  shall  be  deemed  to  be
establishing or operating a hospital, diagnostic center and/or treatment
center requiring establishment or construction approval solely by reason
of being organized as  a  not-for-profit  corporation.  Insofar  as  the
provisions  of  this section are inconsistent with the provisions of any
other law, general or special, the provisions of this section  shall  be
controlling  as  to  the  corporations  incorporated  or  reincorporated
hereunder.