2023 New York Laws › PML - Racing, Pari-Mutuel Wagering and Breeding Law › Article 5 - Regional Off-Track Betting Corporations › 508 - Issuance of Bonds and Notes by a Corporation.

§  508.  Issuance  of  bonds  and  notes  by  a corporation.   1. Each
  corporation shall have the power and is hereby authorized, from time  to
  time,  to  issue  negotiable bonds and notes in such aggregate principal
  amounts as shall, in  the  opinion  of  the  corporation,  be  necessary
  together  with  such  other  moneys  or funds as may be available to the
  corporation, to provide funds sufficient to enable  the  corporation  to
  carry   out   its   corporate   purposes,   including  the  acquisition,
  construction, maintenance and repair of personal and real property,  the
  payment  of interest on and amortization of or payment of such bonds and
  notes, the establishment of reserves or sinking  funds  to  secure  such
  bonds  and notes, and all other expenditures of the corporation incident
  to and necessary or desirable for the  carrying  out  of  its  corporate
  purposes  and  the  exercise  of  its powers. Except as may otherwise be
  expressly provided by the corporation, every  issue  of  its  bonds  and
  notes shall be general obligations of the corporation payable out of any
  revenues  or  moneys  of the corporation, subject only to any agreements
  with the holders of particular bonds or notes  pledging  any  particular
  revenues  or  moneys. Whether or not the bonds or notes are of such form
  and character as to be negotiable instruments under  the  provisions  of
  article  eight of the uniform commercial code, the bonds and notes shall
  be and are hereby made negotiable instruments within the meaning of  and
  for  all  purposes  of  article  eight  of  the uniform commercial code,
  subject only to the provisions of the bonds or notes for registration.
2. The corporation shall have the power and is hereby authorized, from
  time to time, to issue renewal notes, and to refund  any  bonds  by  the
  issuance of new bonds, whether the bonds to be refunded have or have not
  matured,  and to issue bonds to pay notes or partly to refund bonds then
  outstanding.
3. The said bonds and notes  shall  be  authorized  by  resolution  or
  resolutions  of  the  board  of  directors  and  shall  mature  as  such
  resolution or resolutions  may  provide.  Bonds  and  notes  shall  bear
  interest  at  such  rate  or rates, be in such denominations, be in such
  form, either coupon or registered, carry such  registration  privileges,
  be  executed  in  such  manner, be payable in such medium of payment, at
  such place or places, and be subject to such terms of redemption as such
  resolution or resolutions may provide. Bonds and notes may  be  sold  by
  the corporation at public or private sale at such price or prices as the
  corporation  shall  determine;  provided, however, that no such bonds or
  notes may be sold at a private  sale  unless  the  sale  and  the  terms
  thereof have been approved by the comptroller in writing.
4.  Any  resolution  or resolutions authorizing any bonds or notes may
  contain provisions, which shall be a part of the contract  or  contracts
  with the holders thereof, as to:
a.  Pledging all or any part of the moneys or revenues or other assets
  of the corporation to secure the payment of such bonds or notes;
b. The setting aside of reserves or sinking funds and  the  regulation
  or disposition thereof;
c.  Limitations  on  the purposes to which the proceeds of the sale of
  any issue of bonds or notes then or  thereafter  to  be  issued  may  be
  applied and pledging such proceeds to secure the payment of the bonds or
  notes or any issue thereof;
d. Limitations on the issuance of additional bonds or notes; the terms
  upon which such additional bonds or notes may be issued and secured; the
  refunding of outstanding bonds or notes;
e. The procedures, if any, by which the terms of any contract with the
  holders  of  bonds  or notes may be extended or abrogated, the amount of
  bonds or notes the holders of which must consent thereto and the  manner
  in which such consent may be given;
f.  The creation of special funds into which any moneys or revenues of
  the corporation may be deposited;
g.  Limitations  on  the  amounts  that the corporation may expend for
  administrative or other expenses thereof;
h. Vesting in a trustee such properties, rights, powers and duties  in
  trust  as  the corporation may determine which may include any or all of
  the rights, powers and duties of the trustees appointed by  the  holders
  of  the  bonds  or notes pursuant to section five hundred twelve of this
  article and limiting or abrogating the right of the holders of the bonds
  or notes to appoint a trustee under such section of limiting the rights,
  duties and powers of such trustee;
i. Defining the acts or omissions to  act  which  shall  constitute  a
  default  in the obligations and duties of the corporation to the holders
  of the bonds or notes and providing for the rights and remedies  of  the
  holders of the bonds or notes in the event of such default, including as
  a matter of right the appointment of a receiver; provided, however, that
  such rights and remedies shall not be inconsistent with the general laws
  of the state and the other provisions of this article; and
j.  Any  other  matters of like or different character that in any way
  affect the security or protection of the holders of the bonds or notes.
5. Any pledge of revenues, moneys or property made by the  corporation
  shall  be  valid  and binding from the time when the pledge is made; the
  revenues, moneys or property so pledged and thereafter received  by  the
  corporation  shall  immediately  be  subject  to the lien of such pledge
  without any physical delivery thereof or further act, and  the  lien  of
  any such pledge shall be valid and binding as against all parties having
  claims   of  any  kind  in  tort,  contract  or  otherwise  against  the
  corporation irrespective of whether such parties  have  notice  thereof.
  Neither  the resolution or resolutions nor any other instrument by which
  a pledge is created need be recorded.
6. Neither the directors of  the  corporation  nor  any  other  person
  executing such bonds or notes shall be subject to any personal liability
  or accountability by reason of the issuance thereof.
7.  The  corporation,  subject  to such agreements with the holders of
  bonds or notes as may then exist, shall have the power out of any  funds
  available  therefor  to  purchase  any  bonds or notes issued by it at a
  price not exceeding the redemption price thereof, which price shall be:
a. If the bonds or notes are then  redeemable,  the  redemption  price
  then  applicable plus accrued interest to the next interest payment date
  thereon; or
b. If the bonds or notes are not then redeemable, the redemption price
  applicable on the first date after such purchase  upon  which  bonds  or
  notes  become  subject to redemption plus accrued interest to such date.
  All bonds or notes so purchased shall be cancelled.