reglab/statecodes huggingface dataset:
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1527 - Professional Relationships and Liabilities.

§ 1527. Professional relationships and liabilities.
(a) Each  shareholder,  employee  or  agent  of a foreign professional
service corporation who performs professional services in this state  on
behalf  of  the  corporation  shall  be  personally and fully liable and
accountable for any negligent or wrongful act or misconduct committed by
him or by any person under his  direct  supervision  and  control  while
rendering  such  professional  services,  and  shall  bear  professional
responsibility for compliance by such corporation with all  laws,  rules
and regulations governing the practice of the profession in this state.
(b) The  relationship  of  an  individual  to  a  foreign professional
service corporation with which such individual is associated, whether as
shareholder, director, officer, employee or agent, shall not  modify  or
diminish the jurisdiction over him of the licensing authority and in the
case  of  an  attorney  and  counsellor-at-law, the other courts of this
state.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1528 - Foreign Professional Service Corporation.

§ 1528. Foreign professional service corporation.
No  foreign  professional  service  corporation  shall  engage  in any
  business in this state other than  the  rendering  of  the  professional
  services  for  which it is incorporated and is authorized to do business
  in this state; provided that such corporation may invest  its  funds  in
  real estate, mortgages, stocks, bonds or any other type of investments.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1529 - Business Corporation Law Applicable.

§ 1529. Business corporation law applicable.
Except for the provisions of sections thirteen hundred three, thirteen
  hundred  four,  thirteen hundred sixteen, thirteen hundred seventeen and
  thirteen hundred twenty, this chapter shall be applicable to  a  foreign
  professional  service  corporation  to  the  extent  that the provisions
  thereof are not in conflict with  the  provisions  of  this  article.  A
  foreign  professional service corporation may practice in this state, or
  may consolidate or merge with another corporation, or may be a member of
  a professional service limited liability company, a foreign professional
  service  limited  liability  company,  a  registered  limited  liability
  partnership or foreign limited liability partnership, only if all of the
  professions  practiced by such corporations, limited liability companies
  or limited  liability  partnerships  could  be  practiced  by  a  single
  professional  service corporation organized in this state; and, further,
  only if such foreign professional service corporation is domiciled in  a
  state  or  territory of the United States the laws of which, at the time
  of application by such corporation under section fifteen hundred  thirty
  of this article, contain a reciprocal provision under which professional
  service corporations domiciled in this state may similarly apply for the
  privilege  of  doing  business  in any such state or territory; provided
  further  however,  that  nothing  herein  shall  authorize   a   foreign
  professional  service  corporation  practicing professional engineering,
  land surveying, geology, architecture and/or landscape  architecture  to
  be  a  member  or  partner  of  a professional service limited liability
  company, a foreign professional service  limited  liability  company,  a
  registered  limited liability partnership or a foreign limited liability
  partnership unless all of the shareholders, directors  and  officers  of
  such  foreign  professional service corporation are licensed to practice
  one or more of such professions in this state.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1531 - Annual Statement.

§ 1531. Annual statement.
Each  foreign professional service corporation shall, at least once of
  each year on or before the date prescribed by the  licensing  authority,
  furnish  a  statement  to  the  licensing authority listing the name and
  residence address of each shareholder, director, officer  and  corporate
  employee  licensed  by such licensing authority and certifying that such
  individuals intending  to  practice  a  profession  which  such  foreign
  professional service corporation is authorized to practice in this state
  are licensed to practice said profession in this state. In the case of a
  foreign professional service corporation providing health services, such
  statement shall also certify that each shareholder, officer and director
  of  the  corporation  is  licensed  to  practice said profession in this
  state.  The  statement  shall  be  signed  by  the  president   or   any
  vice-president  of  the  corporation and attested to by the secretary or
  any assistant secretary of the corporation.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1532 - Regulation of Professions.

§ 1532. Regulation of professions.
(a) This article shall not repeal, modify or restrict any provision of
the  education  law  or  the  judiciary  law or any rules or regulations
adopted thereunder regulating the professions referred to therein except
to the extent in conflict herewith.
(b) A foreign professional service corporation, other than  a  foreign
professional  service  corporation  authorized to practice law, shall be
under the supervision of the regents of the university of the  state  of
New  York  and be subject to disciplinary proceedings and penalties, and
its authority to do business shall be subject to suspension,  revocation
or  annulment for cause, in the same manner and to the same extent as is
provided with respect to individuals and their  licenses,  certificates,
and  registrations  in  title eight of the education law relating to the
applicable  profession.   Notwithstanding   the   provisions   of   this
subdivision,  a  foreign  professional service corporation authorized to
practice medicine shall be subject  to  the  prehearing  procedures  and
hearing  procedures as is provided with respect to individual physicians
and their licenses in Title II-A of article two  of  the  public  health
law.
(c)  A foreign professional service corporation authorized to practice
law shall be subject to the regulation and control of, and its authority
to do business shall be subject to suspension, revocation  or  annulment
for  cause by, the appellate division of the supreme court and the court
of appeals in the same manner and to the same  extent  provided  in  the
judiciary    law    with    respect    to   individual   attorneys   and
counselors-at-law.  Such  corporation   need   not   qualify   for   any
certification  under  section  four  hundred sixty-four of the judiciary
law, take an oath of office under section four hundred sixty-six of such
law or register under section four hundred sixty-seven of such law.
2023 New York Laws › BSC - Business Corporation › Article 15-A - Foreign Professional Service Corporations › 1533 - Licensing of Individuals.

§ 1533. Licensing of individuals.
No   officer,   director,   shareholder   or  employee  of  a  foreign
  professional service corporation shall practice his or her profession in
  this state unless such individual is  duly  licensed  to  practice  such
  profession in this state.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1602 - Disclosure Requirement.

§ 1602. Disclosure requirement.
(a) No offeror shall make a takeover bid unless as soon as practicable
on  the  date  of  commencement  of  the  takeover bid he files with the
attorney general at his New York city office and delivers to the  target
company  at  its  principal  executive  offices a registration statement
containing the information required by section sixteen hundred three  of
this article.
(b)  An offeror shall make full and fair disclosure to offerees of the
material information set  forth  in  the  registration  statement  filed
pursuant to subdivision (a) of this section.
(c)  No  solicitation  or  recommendation  to the offerees of a target
company to accept or reject a takeover bid shall be made by or on behalf
of an offeror or a target company unless at  the  time  copies  of  such
solicitation  or  recommendation  are  first published, sent or given to
such offerees, the person making such solicitation or recommendation has
filed copies of the solicitation or  recommendation  with  the  attorney
general at his New York city office.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1604 - Enforcement.

§ 1604. Enforcement.
(a)  The  attorney  general may conduct such investigation as he deems
necessary concerning any takeover bid for  the  purpose  of  determining
compliance  with  the  requirements  of  this  article.  As part of such
investigation  the  attorney  general  may  require  persons   to   file
statements   in  writing  and  under  oath  with  his  office,  subpoena
witnesses, compel their attendance, examine them under oath and  require
the production of books, records, documents and papers.
(b)  In  the  event the attorney general determines that any person is
violating or about to violate any provision  of  this  article,  or  any
order,  rule  or  regulation  issued pursuant thereto, he may seek, in a
court  of  competent  jurisdiction,   an   injunction   temporarily   or
permanently  barring  that  person  from  making  or  taking  part in or
continuing a takeover bid  or  from  taking  up  or  paying  for  shares
tendered by offerees pursuant to a takeover bid, and the court may grant
the relief applied for or so much thereof as it may deem proper.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1605 - Violations; Penalties.

§ 1605. Violations; penalties.
(a)  Every person who willfully violates any provision of this article
shall be guilty of a class E felony; every person who willfully violates
any order, rule or regulation issued pursuant thereto, shall  be  guilty
of a class A misdemeanor.
(b)  A  violation  of any provision of this article shall constitute a
fraudulent practice within the meaning of article twenty-three-A of  the
general business law.
(c)  Every  person who violates any provision of this article shall be
subject to a civil penalty of one thousand dollars per  violation  if  a
natural  person  or ten thousand dollars per violation if a corporation.
When the violation is the failure to file a  registration  statement  as
required  by  subdivision  (a)  of  section  sixteen hundred two of this
article, the  failure  to  file  a  solicitation  or  recommendation  as
required  by  subdivision  (c)  of  section  sixteen hundred two of this
article, or the failure to amend such registration statement as required
by subdivision (b) of section sixteen hundred  three  of  this  article,
each   business   day   of   non-registration   or  failure  to  file  a
recommendation  or  solicitation  or  failure  to  amend  constitutes  a
separate  violation.  The  penalty  imposed  by  this  section  shall be
cumulative and more than one penalty shall be recoverable  in  the  same
action in any court of competent jurisdiction.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1606 - Administration.

§ 1606. Administration.
(a) This  article  shall  be  administered by the attorney general and
employees designated by him within the department of law.  The  attorney
general  is hereby empowered to promulgate, alter, amend or revoke rules
and regulations necessary to carry out the purposes of this article.
(b) The attorney general may establish fees  for  the  filing  of  any
registration statement, not to exceed two thousand five hundred dollars,
to  recover  the costs of administering this article. Such fees may vary
according to the maximum consideration payable by the  offeror  for  the
securities which are the subject of the takeover bid.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1607 - Prosecutions and Immunity.

§ 1607. Prosecutions and immunity.
(a) The  attorney  general may prosecute every person charged with the
commission of a criminal offense  arising  from  the  violation  of  any
provision of this article. In all such proceedings, the attorney general
may  appear in person or by his deputy before any court of record or any
grand jury and exercise all the powers and perform  all  the  duties  in
respect of such actions or proceedings which the district attorney would
otherwise  be  authorized  or  required  to  exercise or perform; or the
attorney general may in his  discretion  transmit  evidence,  proof  and
information as to such offense to the district attorney of the county or
counties in which the alleged violation has occurred, and every district
attorney  to whom such evidence, proof and information is so transmitted
shall  forthwith  proceed  to  prosecute   any   corporation,   company,
association, or officer, manager or agent thereof, or any firm or person
charged  with  such  violation.  In  any  such  proceeding,  wherein the
attorney general has  appeared  either  in  person  or  by  deputy,  the
district  attorney  shall  only  exercise  such  powers and perform such
duties as are required of him by the  attorney  general  or  the  deputy
attorney general so appearing.
(b) Upon  any  investigation before the attorney general or his deputy
or other officer designated by him, or in any criminal proceeding before
any court, magistrate or grand jury, pursuant to or for a  violation  of
any  of the provisions of this article, the attorney general, his deputy
or other officer designated by him, or the court,  magistrate  or  grand
jury,  may  confer immunity in accordance with the provisions of section
50.20 of the criminal procedure law.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1608 - Designation of Secretary of State for Service.

§ 1608. Designation of secretary of state for service.
(a) Every nonresident offeror, whether or not such offeror has filed a
registration statement, except a foreign corporation which has appointed
and  keeps  a  resident  agent  in  this  state, shall be deemed to have
appointed the secretary of state as his agent upon whom  may  be  served
any  lawful process, authorized by this article, with the same effect as
though served upon the offeror personally.
(b) Service of process pursuant to this section shall be  accomplished
by  leaving  a  copy  of  the  process in the office of the secretary of
state, but it shall not be effective unless notice of the service and  a
copy  of  the  process  is  sent  by certified or registered mail to the
nonresident offeror served, at his last known address.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1609 - Fraudulent, Deceptive or Manipulative Practices.

§ 1609. Fraudulent, deceptive or manipulative practices.
(a)  No  person  shall make any untrue statement of a material fact or
omit to  state  any  material  fact  necessary  in  order  to  make  the
statements  made, in the light of the circumstances under which they are
made, not  misleading,  or  engage  in  any  fraudulent,  deceptive,  or
manipulative  acts  or practices, in connection with any takeover bid or
any solicitation of offerees in opposition to or in favor  of  any  such
takeover bid.
(b) It shall constitute a violation of this article for any person who
is  in  possession of material information relating to any takeover bid,
which information he knows or has reason to know is nonpublic, which  he
acquired  either  before  or after the commencement of the takeover bid,
and which he knows or has reason to know has been acquired  directly  or
indirectly  from an offeror, a target company, or any officer, director,
partner or employee or any other person acting on behalf of the  offeror
or target company, to purchase or sell or cause to be purchased or sold,
within or from this state, any securities sought or to be sought by such
takeover  bid  or any securities convertible into or exhangeable for any
such securities or any option or right to obtain or to  dispose  of  any
such securities.
(c)  Fraudulent,  deceptive  or manipulative acts or practices include
without limitation those acts and  practices  proscribed  by  rules  and
regulations  which  the  attorney  general is hereby empowered to adopt,
promulgate,  amend  and  rescind  as  is  necessary  to  carry  out  the
provisions of this section.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1610 - Exclusions.

§ 1610. Exclusions.
This article shall not apply when:
(a)  The offeror or the target company is a public utility or a public
utility holding company as defined in section two of the "Public Utility
Holding Company Act of 1935," (49 Stat.803, 15 U.S.C. 79),  as  amended,
and  the  takeover bid is subject to approval by the appropriate federal
agency as provided in such act;
(b) The offeror or the target company is a  bank  or  a  bank  holding
company  as subject to the "Bank Holding Company Act of 1956," (70 Stat.
133, 12 U.S.C.   1841),  and  subsequent  amendments  thereto,  and  the
takeover bid is subject to approval by the appropriate federal agency as
provided in such act;
(c)  The  offeror  or the target company is a savings and loan holding
company as defined in section two  of  the  "Savings  and  Loan  Holding
Company  Amendments of 1967," (82 Stat. 5, 12 U.S.C. 1730A), as amended,
and the takeover bid is subject to approval by the  appropriate  federal
agency as provided in such act;
(d) The offeror and the target company are banks and the offer is part
of  a  merger  transaction subject to approval by appropriate federal or
state supervisory authorities.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1611 - Validity; Saving Clause.

§ 1611. Validity; saving clause.
In  the  event  any  provision or application of this article shall be
  held illegal or invalid for any reason, such holding  shall  not  affect
  the legality or validity of any other provision or application thereof.
2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 1613 - Private Right of Action.

§ 1613. Private right of action.
Any  offeree whose equity securities are the subject of a takeover bid
  and who has been injured by any violation of this article may  bring  an
  action  in  his  or her own name to enjoin such unlawful act or practice
  and to recover actual damages together with reasonable attorney fees  in
  the event the offeree is successful.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1701 - Application and Effect of Article.

§ 1701. Application and effect of article.
(a) This article shall be applicable to all benefit corporations.
(b)  The  existence of a provision of this article shall not of itself
create any implication that a contrary or different rule of  law  is  or
would  be  applicable  to  a  business corporation that is not a benefit
corporation. This article shall not affect any statute or  rule  of  law
that  is  or would be applicable to a business corporation that is not a
benefit corporation.
(c) Except as otherwise provided in this article, this  chapter  shall
be  applicable  to  all benefit corporations. The specific provisions of
this article shall control over the general provisions of this chapter.
(d) A provision of the certificate of incorporation  or  bylaws  of  a
benefit corporation may not relax, be inconsistent with or supersede any
provision of this article.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1704 - Election of an Existing Business Corporation to Become a Benefit Corporation.

§ 1704. Election of an existing business corporation to become a benefit
corporation.
(a) A business corporation may become a benefit corporation under this
article by amending its certificate of incorporation so that it contains
a statement that the corporation is a benefit corporation. The amendment
shall  not  be  effective  unless  it is adopted by at least the minimum
status vote.
(b) Any corporation that is not a benefit corporation that is a  party
to  a  merger  or  consolidation  in which the surviving or consolidated
corporation will be a benefit  corporation  must  approve  the  plan  of
merger  or consolidation by at least the minimum status vote in addition
to  any  other  vote  required  by  this  chapter,  the  certificate  of
incorporation or the bylaws.
(c) Any corporation that is not a benefit corporation that is party to
a  merger  or consolidation in which shares of stock of such corporation
will be converted into a right to receive shares of stock of  a  benefit
corporation must approve the plan of merger or consolidation by at least
the  minimum  status vote in addition to any other vote required by this
chapter, the certificate of incorporation or the bylaws.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1705 - Termination of Benefit Corporation Status.

§ 1705. Termination of benefit corporation status.
(a)  A  benefit corporation may terminate its status as such and cease
to  be  subject  to  this  article  by  amending  its   certificate   of
incorporation  to delete the statement that the corporation is a benefit
corporation.  The amendment shall not be effective unless it is  adopted
by at least the minimum status vote.
(b)  If  a benefit corporation is a party to a merger or consolidation
in which the  surviving  or  new  corporation  will  not  be  a  benefit
corporation,  the plan of merger or consolidation shall not be effective
unless it is adopted by at least the minimum status vote in addition  to
any   other   vote   required   by  this  chapter,  the  certificate  of
incorporation or the bylaws.
(c) Any benefit corporation that is party to a merger or consolidation
in which shares of stock of such benefit corporation will  be  converted
into  a  right to receive shares of stock of a corporation that is not a
benefit corporation must approve the plan of merger or consolidation  by
at  least the minimum status vote in addition to any other vote required
by this chapter, the certificate of incorporation or the bylaws.
(d)  A  sale,  lease,  conveyance,  exchange,   transfer,   or   other
disposition  of  all  or  substantially  all  of the assets of a benefit
corporation, unless the transaction is in the usual and  regular  course
of  business  of  the benefit corporation, shall not be effective unless
the transaction is approved by at  least  the  minimum  status  vote  in
addition  to any other vote required by this chapter, the certificate of
incorporation or the bylaws.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1706 - Corporate Purposes.

§ 1706. Corporate purposes.
(a) Every benefit corporation shall have a purpose of creating general
public  benefit.  This  purpose  is  in  addition  to its purposes under
section two hundred one of this chapter and  any  specific  purpose  set
forth  in  its  certificate of incorporation under paragraph (b) of this
section. The purpose  to  create  general  public  benefit  shall  be  a
limitation  on  the other purposes of the benefit corporation, and shall
control over any inconsistent purpose of the benefit corporation.
(b) The certificate of incorporation  of  a  benefit  corporation  may
identify  one or more specific public benefits that it is the purpose of
the benefit corporation to create in  addition  to  its  purposes  under
section  two  hundred  one  of  this  chapter  and paragraph (a) of this
section. The identification of a  specific  public  benefit  under  this
paragraph  does  not  limit  the  obligation of a benefit corporation to
create general public benefit.
(c) The creation of general and specific public benefits  as  provided
in  paragraphs  (a)  and (b) of this section is in the best interests of
the benefit corporation.
(d) A benefit corporation may amend its certificate  of  incorporation
to  add, amend or delete the identification of a specific public benefit
that it is the  purpose  of  the  benefit  corporation  to  create.  The
amendment  shall  not  be effective unless it is adopted by at least the
minimum status vote.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1707 - Standard of Conduct for Directors and Officers.

§ 1707. Standard of conduct for directors and officers.
(a) In discharging the duties of their respective positions, the board
of  directors,  committees  of  the  board  and individual directors and
officers of a benefit corporation:
(1) shall consider the effects of any action upon:
(A) the ability for the benefit corporation to accomplish its  general
and any specific public benefit purpose;
(B) the shareholders of the benefit corporation;
(C)  the  employees  and  workforce of the benefit corporation and its
subsidiaries and suppliers;
(D) the interests of customers as  beneficiaries  of  the  general  or
specific public benefit purposes of the benefit corporation;
(E)  community  and  societal  considerations,  including those of any
community in which offices or facilities of the benefit  corporation  or
its subsidiaries or suppliers are located;
(F) the local and global environment; and
(G) the short-term and long-term interests of the benefit corporation,
including  benefits  that may accrue to the benefit corporation from its
long-term plans and the possibility that these  interests  may  be  best
served by the continued independence of the benefit corporation;
(2) may consider:
(A)  the resources, intent and conduct (past, stated and potential) of
any person seeking to acquire control of the corporation; and
(B) any other pertinent factors or the interests of  any  other  group
that they deem appropriate; and
(3)  shall  not  be  required to give priority to the interests of any
particular person or group referred to in subparagraphs one and  two  of
this  paragraph  over  the interests of any other person or group unless
the benefit corporation has stated its intention  to  give  priority  to
interests related to a specific public benefit purpose identified in its
certificate of incorporation.
(b)  The consideration of interests and factors in the manner required
by paragraph (a) of this section:
(1) shall not constitute a violation of  the  provisions  of  sections
seven hundred fifteen or seven hundred seventeen of this chapter; and
(2)  is  in addition to the ability of directors to consider interests
and factors as provided in  section  seven  hundred  seventeen  of  this
chapter.
(c)  A  director  does not have a fiduciary duty to a person that is a
beneficiary of the general or specific  public  benefit  purposes  of  a
benefit  corporation  arising  from  the  status  of  the  person  as  a
beneficiary, unless otherwise stated in the certificate of incorporation
or the bylaws of the benefit corporation.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1708 - Annual Benefit Report.

§ 1708. Annual benefit report.
(a)  A  benefit corporation must deliver to each shareholder an annual
benefit report including:
(1) a narrative description of:
(A) the process and rationale for selecting the third  party  standard
used to prepare the benefit report;
(B)  the  ways in which the benefit corporation pursued general public
benefit during the year and the extent to which general  public  benefit
was created;
(C)  the  ways  in  which the benefit corporation pursued any specific
public benefit that the certificate of incorporation states  it  is  the
purpose  of  the  benefit  corporation to create and the extent to which
that specific public benefit was created; and
(D) any circumstances that have hindered the creation by  the  benefit
corporation of general or specific public benefit;
(2)  an  assessment  of  the  performance  of the benefit corporation,
relative to its  general  public  benefit  purpose  assessed  against  a
third-party  standard  applied consistently with any application of that
standard in prior benefit reports or accompanied by  an  explanation  of
the  reasons  for  any  inconsistent  application  and,  if  applicable,
assessment of the performance of the benefit  corporation,  relative  to
its specific public benefit purpose or purposes;
(3)  the  compensation paid by the benefit corporation during the year
to each director in that capacity; and
(4) the name of each person that owns beneficially or of  record  five
percent or more of the outstanding shares of the benefit corporation.
(b)  The  benefit  report  must  be  sent annually to each shareholder
within one hundred twenty days following the end of the fiscal  year  of
the benefit corporation. Delivery of a benefit report to shareholders is
in  addition  to  any  other  requirement to deliver an annual report to
shareholders.
(c) A benefit corporation must post its most recent benefit report  on
the  public portion of its website, if any, except that the compensation
paid to directors and any financial or proprietary information  included
in the benefit report may be omitted from the benefit report as posted.
(d)   Concurrently   with  the  delivery  of  the  benefit  report  to
shareholders pursuant to paragraph (b)  of  this  section,  the  benefit
corporation  must deliver a copy of the benefit report to the department
for filing, except that the  compensation  paid  to  directors  and  any
financial  or proprietary information included in the benefit report may
be omitted from the benefit report as filed under this section.
(e) The annual benefit report  shall  be  in  addition  to  all  other
reporting requirements under this chapter.
2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1709 - Conspicuous Language on the Face of Certificates.

§ 1709. Conspicuous language on the face of certificates.
All  certificates  representing  shares of a benefit corporation shall
  contain, in addition to any other statements required  by  the  business
  corporation  law,  the following conspicuous language on the face of the
  certificate:
"This  entity  is  a  benefit  corporation  organized  under   article
  seventeen of the New York business corporation law."
2023 New York Laws › CAL - Canal › Article 1-A - Transfer to Power Authority of the State of New York › 5 - Transfer of Powers and Duties Relating to Canals and Canal Lands to the Power Authority of the State of New York.

§  5. Transfer of powers and duties relating to canals and canal lands
  to the power authority of the state of New York. The powers  and  duties
  of  the thruway authority relating to the New York state canal system as
  set forth in articles one through and including fourteen, except article
  seven, of this chapter, and except properties in use  on  the  effective
  date  of  this  article  in  support  of  highway maintenance, equipment
  management  and  traffic  signal  operations  of   the   department   of
  transportation,   heretofore   transferred   by   the   commissioner  of
  transportation to the thruway authority, are hereby transferred  to  and
  merged  with the authority, to be exercised by the authority directly or
  through the canal corporation on behalf of the people of  the  state  of
  New  York. In addition, the commissioner of transportation and the chair
  of the authority or his or her designee may, in their discretion,  enter
  into  an  agreement  or agreements transferring the powers and duties of
  the commissioner of transportation relating to any or all of the bridges
  and highways as set forth in  article  seven  of  this  chapter,  to  be
  exercised  by the authority directly or through the canal corporation on
  behalf of the people of the state of New York, and, as determined to  be
  feasible  and advisable by the authority's trustees, shall enter into an
  agreement or agreements directly or through the  canal  corporation  for
  the  financing,  construction, reconstruction or improvement of lift and
  movable bridges on the canal system. Such powers shall be in addition to
  other powers enumerated in title one  of  article  five  of  the  public
  authorities  law.  All of the provisions of title one of article five of
  such law which are not inconsistent with this chapter shall apply to the
  actions and duties of  the  authority  pursuant  to  this  chapter.  The
  authority  shall  be deemed to be the state in exercising the powers and
  duties transferred pursuant to this section but for no other purposes.
2023 New York Laws › CAL - Canal › Article 2 - Powers of the Canal Corporation › 11 - Adopt-a-Trail Program.

§  11.  Adopt-a-trail  program.  1.  The  corporation  may develop and
implement an adopt-a-trail program, the purposes  of  which  may  be  to
reduce  and  remove  litter and debris and to enhance the appearance and
maintenance of the canalway trail and  related  facilities,  as  needed.
Such program may include, but not be limited to:
(a)   coordinating   the   services  of  volunteers  and/or  volunteer
organizations (i) to reduce the amount of litter and debris on  sections
of   the  canalway  trail;  and  (ii)  to  enhance  the  appearance  and
maintenance of the canalway trail through activities that  may  include,
but  not be limited to, brush clearing, lawn maintenance, tree trimming,
plantings, installation, repair and/or replacement of  benches,  kiosks,
picnic   tables   and   shelters;  and  (iii)  to  enhance  recreational
opportunities; and
(b) providing and installing signs identifying those volunteers and/or
volunteer organizations adopting particular  sections  of  the  canalway
trail.
2. Notwithstanding any inconsistent provision of law, the corporation,
authority,  and commission, including any members, officers or employees
thereof, shall not be liable for damages suffered by any persons  and/or
organizations   resulting   from  any  actions  or  activities  of  such
volunteers and/or volunteer organizations.
2023 New York Laws › CAL - Canal › Article 3 - Canal Engineering › 21 - Preparation Contract, Plans and Estimates.

§ 21. Preparation contract, plans and estimates. The corporation shall
  make surveys and prepare plans and specifications for work in connection
  with  the  improvement,  maintenance or repair of the canal system to be
  performed under contract. It shall ascertain with all practical accuracy
  the quantity and quality of all materials to be used and all other items
  of work to be included  in  the  contract  and  shall  make  a  detailed
  estimate  of  the  cost  of  the  same. The quantities contained in such
  estimate shall be used in determining the cost of the work according  to
  the different proposals received.
2023 New York Laws › CAL - Canal › Article 3 - Canal Engineering › 22 - Supervision of Contracts.

§  22.  Supervision  of  contracts.  The corporation shall provide for
  field supervision over improvement, maintenance or repair  work  on  the
  canal  system  that is done under contract. The corporation shall assign
  such engineers, inspectors and other engineering  employees  as  may  be
  necessary  for  control  over  the execution of the work embraced in the
  contract. Such corporation shall cause the preparation and  approval  of
  the  estimates  of  the work accomplished, materials delivered, or other
  items embodied in the contract and the  certificate  of  the  amount  of
  payment  which  may  be  due  under  the  terms of the contract or legal
  modifications of the same. Upon  the  completion  of  any  contract  the
  corporation shall cause the preparation and approval of a certificate of
  acceptance, stating that the work has been well and faithfully performed
  in  accordance  with  the  terms  and conditions of the contract and all
  legal modifications thereof.
2023 New York Laws › CAL - Canal › Article 3 - Canal Engineering › 23 - Record of Measurements.

§  23.  Record  of  measurements.  The corporation shall require every
  engineer employed on canal engineering to enter in permanent field books
  a complete record of all surveys, field  measurements  and  construction
  notes.  These  books  shall  be  filed  in  the corporation and shall be
  available for public inspection under such conditions as the corporation
  may establish.
2023 New York Laws › CAL - Canal › Article 3 - Canal Engineering › 24 - Making and Recording Maps.

§  24.  Making  and recording maps. There shall be kept on file in the
  office of the corporation complete maps of every canal now or  hereafter
  to be built on which the boundaries of every parcel of land to which the
  state  shall  have a separate title shall be designated and the names of
  the former  owner  and  date  of  each  title  entered.  All  such  maps
  heretofore  approved  by  the  commissioner  of  transportation  or  the
  corporation, or certified by such commissioner, corporation  or  by  the
  state  engineer  or hereafter approved by the corporation to be correct,
  shall be presumptive evidence of the truth of the facts  therein  stated
  and  of the ownership by the state of the lands therein described. Every
  such map when completed shall be approved and certified to as correct by
  the corporation. The original of said map shall be filed in  the  office
  of  the  corporation  and  copies  thereof  duly signed and certified as
  aforesaid shall be filed in the office of the department of  state.  Any
  such  maps  filed  in  the office of the clerk of a county in which such
  lands are located or in the office in such county where conveyances  are
  required  by law to be recorded shall constitute evidence to all persons
  of the state's title to and ownership in said  lands.  A  transcript  of
  such maps certified as correct by the officer with whom such map or maps
  shall be filed, shall be received as presumptive evidence of the state's
  title  to  the canal lands as of the date designated on such maps in all
  judicial or legal proceedings.
2023 New York Laws › CAL - Canal › Article 3 - Canal Engineering › 25 - Making and Recording of "Blue Line" Maps.

§  25.  Making  and recording of "Blue Line" maps. The commissioner of
  transportation shall cause the preparation of maps of the Erie,  Oswego,
  Champlain  and the Cayuga and Seneca canals as they existed prior to and
  independent of lands appropriated for barge canal purposes  and  of  all
  lands  belonging  to  the state adjacent thereto or connected therewith,
  and there shall be designated on such maps the boundaries of  the  lands
  to  which the state holds title, and so far as possible the names of the
  owners of the  adjoining  lands.  Every  map  when  completed  shall  be
  approved   and   certified   to   as  correct  by  the  commissioner  of
  transportation and be certified to as correct by the chief engineer. The
  original of said map shall be filed in the office of the corporation and
  copies thereof, duly signed and certified as aforesaid, shall  be  filed
  in  the  office  of  the department of state. Each of said maps so filed
  shall be regarded as an original copy. A blue or  white  print  copy  of
  such  map  or  portion  of such map or maps as related or applies to any
  particular county of the state shall be transmitted to and filed in  the
  office  of  the  clerk  of  such county, or in the office in such county
  wherein conveyances are required by law to be recorded and  such  filing
  shall  constitute  a  notice  to all persons of the state's title to and
  ownership of said lands. A transcript of such maps certified as  correct
  by  the  officer  with  whom  such  map  or maps shall be filed shall be
  received as presumptive evidence of the state's title to the canal lands
  as of the date  designated  on  such  maps  in  all  judicial  or  legal
  proceedings.
2023 New York Laws › CAL - Canal › Article 4 - Canal Contracts › 31 - Patented Materials or Articles.

§ 31. Patented materials or articles. In the improvement, maintenance,
  or  repair  of  the canal system, no patented material or article or any
  other material  or  article  shall  be  specified,  contracted  for,  or
  purchased,  except  under  such circumstances that there can be fair and
  reasonable opportunity for competition, the conditions to secure  which,
  shall be prescribed by the corporation.
2023 New York Laws › CAL - Canal › Article 4 - Canal Contracts › 32 - Performance of Contracts.

§  32. Performance of contracts. The performance of every contract for
  the improvement, maintenance or repair of  the  canal  system  shall  be
  under  the  supervision  and control of the corporation, and it shall be
  its duty to see that every such contract is performed in accordance with
  the provisions of the contract and with  the  plans  and  specifications
  forming a part thereof. If the corporation shall determine that the work
  upon  any  contract  for  the  improvement, maintenance or repair of the
  canal system is not being performed according to the contract or for the
  best interest of the state, including the corporation, the execution  of
  the  work  by  the  contractor  may  be  temporarily  suspended  by  the
  corporation, who may then proceed with the work under its own  direction
  in  such  manner  as will accord with the contract specifications and be
  for the best interest of the state including the corporation,; or it may
  terminate the contractor's employment under the contract while it is  in
  progress,  and  thereupon,  proceed  with the work, in affirmance of the
  contract, by contract negotiated or publicly let, by the use of its  own
  forces,  by  calling  upon the surety to complete the work in accordance
  with the plans and specifications  or  by  a  combination  of  any  such
  methods;  or  it  may  cancel the contract and readvertise and relet the
  work as provided in section thirty of this article. Any  excess  in  the
  cost  of  completing  the  contract  beyond  the  price for which it was
  originally awarded shall be  charged  to  and  paid  by  the  contractor
  failing  to  perform  the work or by such contractor's surety. Where the
  estimate for the completion of a cancelled contract is in excess of  the
  balance  of  the  amount originally set aside by the state including the
  corporation, to provide for the improvement, maintenance  or  repair  of
  the  canal system, or a part thereof, together with any amount otherwise
  provided, the corporation is authorized to  set  aside  from  any  funds
  available  for  the  improvement,  maintenance  or  repair  of the canal
  system, or a part thereof, an additional sum equal to such excess and to
  pay such excess in the first instance, pending recovery of  excess  cost
  from  the defaulting contractor and surety, as provided in this section.
  Every contract for the improvement, maintenance or repair of  the  canal
  system, or a part thereof, shall reserve to the corporation the right to
  suspend  or  cancel  the contract as above provided, and to complete the
  work thereunder by contract negotiated or publicly let or by the use  of
  its  own  forces,  or  affirm the contract and thereupon to complete the
  work thereunder according to any of the methods above  provided  as  the
  corporation may determine.
2023 New York Laws › CAL - Canal › Article 4 - Canal Contracts › 33 - Acceptance of Work.

§  33.  Acceptance  of  work.  Upon the completion of the improvement,
  maintenance or repair of any part of the canal system under  a  contract
  let,  as  provided in this article, the corporation shall cause the same
  to be inspected, and upon the filing in the office of the corporation of
  a certificate stating  that  the  work  has  been  well  and  faithfully
  performed,  in  accordance with the terms of the contract, and all legal
  modifications  thereof,  the  work  shall   be   deemed   accepted   and
  certificates for final payment on the contract executed.
2023 New York Laws › CAL - Canal › Article 4 - Canal Contracts › 34 - Exemption of Materials or Equipment From Execution.

§  34.  Exemption  of  materials  or  equipment  from  execution.  All
  materials or equipment furnished  or  partly  procured  on  a  defaulted
  contract  with  the corporation, shall be exempt from execution, but the
  corporation shall pay the moneys due for such material or  equipment  to
  any  judgment  creditor  of  the  contractor  under whose execution such
  materials or equipment might otherwise have been sold, on production  to
  it  of  due  proof  that such execution would have so attached, and such
  payments shall be valid payments on the contract.
2023 New York Laws › CAL - Canal › Article 4 - Canal Contracts › 35 - Certain Federal Aid Improvements.

§ 35. Certain federal aid improvements.  This article shall not impair
  nor affect provisions of chapter six hundred eighty-eight of the laws of
  nineteen  hundred thirty-four which authorize and direct compliance with
  the  federal  laws,  rules,  regulations  and  conditions  which  govern
  contracts  and  expenditures  for  the  canal improvements authorized or
  prosecuted by or under such chapter, with financial aid from the federal
  government; and this article shall apply to  such  improvements  and  to
  contracts  therefor  only  in  so  far  as  it  is  consistent with such
  provisions.
2023 New York Laws › CAL - Canal › Article 5 - Acquisition of Property for the Canal System › 41 - Acquisition of Cemeteries.

§  41.  Acquisition  of  cemeteries.  Whenever  in the judgment of the
  corporation, it is necessary for the purposes of improving,  maintaining
  or  repairing  the canal system, to appropriate any property occupied by
  graves, burial places, cemeteries or other places of interment of  human
  remains,  the corporation may acquire such property in the manner and by
  the method prescribed by this article. It shall cause the removal of all
  such remains to any other cemetery or burial place, whether  private  or
  public,  as the board of trustees or governing body of such burial place
  or burial ground shall designate. All  removals  and  transportation  of
  such  human  remains  shall be done in accordance with the provisions of
  the public health law. Whenever any person or persons  legally  entitled
  to  direct  as  to the disposition of any human remains exhumed or to be
  exhumed from any cemetery, burial place or graves  as  herein  provided,
  desires  to  remove  the  same  for  reinterment  to  any burial plot or
  cemetery not within  the  same  county  from  which  such  remains  were
  exhumed,  such  person  or  persons  so entitled to designate such other
  burial place or plot shall be permitted to remove such  exhumed  remains
  from  such  county subject to the written consent of the corporation and
  provisions of the public health law, but no portion of  the  expense  of
  such  transportation  or  burial in another county shall be borne by the
  state or the corporation.