2023 New York Laws › PBH - Public Health › Article 28-A - Nursing Home Companies › 2856 - Powers and Limitations of a Nursing Home Company.

§  2856.  Powers and limitations of a nursing home company. 1.  Except
as is inconsistent with the provisions of this article, a  nursing  home
company  shall  have,  in  carrying out the purpose of this article, the
powers conferred on corporations by the not-for-profit  corporation  law
or  the  business  corporation  law,  as  the  case may be, and shall be
subject to the limitations contained therein.
2. Nursing home companies shall have the following additional powers:
(a) To make and execute contracts and other instruments  necessary  or
convenient in the exercise of its powers.
(b)  To  acquire  or  contract  to  acquire  from  any  persons, firm,
corporation, public corporation, municipality, federal or state  agency,
by  grant,  purchase,  or otherwise, leaseholds, real, personal or mixed
property or  any  interest  therein,  and  to  sell,  assign,  exchange,
transfer, mortgage or encumber the same.
(c)  To  own,  hold,  clear  and improve, leasehold, real, personal or
mixed property or any interest therein.
(d) In the case  of  a  non-profit  nursing  home  company,  to  issue
non-interest  bearing income debentures up to an amount representing the
difference, if any, between the amount  of  the  mortgage  made  by  the
company  and the total estimated project cost, or the total actual cost,
whichever is less; in the case of a limited-profit nursing home company,
to issue shares and debentures only in such amounts and form and to such
person, firm or corporation as may be approved by the commissioner.
(e) To construct, reconstruct, rehabilitate, improve,  alter,  repair,
lease, manage or operate and otherwise provide nursing home projects.
(f)  To  insure  or  provide  for  the  insurance  of  its property or
operations as required by law and also against such other  risks  as  it
may deem advisable.
(g) To limit by contract the exercise of any of its powers.
(h)  To  invest  any  funds  held in reserves or sinking funds, or any
funds not required for immediate disbursement in property or  securities
in  which  savings  banks  may  legally  invest  funds  subject to their
control.
(i) To sue and be sued.
(j) To have a seal and alter the same at pleasure.
(k) To make and from time to time amend and repeal bylaws,  rules  and
regulations not inconsistent with the provisions of this article.
(l)  To  enter  into contracts with the New York state housing finance
agency or the New York state medical care facilities finance agency,  as
the  case may be, for loans, and to pay all such fees and charges as may
be imposed by such agency as a condition of any such loan.
(m)  To  receive  assistance  from  the  state,  federal   government,
municipalities  or  any  person,  firm  or  corporation  by  contract or
otherwise; and to comply, subject to the  provisions  of  this  article,
with the terms and conditions of such assistance, and in connection with
assistance  grants  which are made by the state, federal government or a
municipality to reimburse the company for project costs which have  been
paid for by such company from the proceeds of a loan or such other funds
which  are legally made available to the company, to hold and apply such
assistance  grants  in  accordance  with   the   requirements   of   the
commissioner  and  the  New York state housing finance agency or the New
York state medical care facilities finance agency, as the case may be.
(n) To do all other things necessary or convenient to  carry  out  its
powers.
3. No nursing home company shall:
(a)  Acquire any real property or interest therein unless such company
shall first have obtained from the commissioner a certificate that  such
acquisition is consistent with the purposes of this article.
(b)  Issue  notes, bonds, debentures, or other obligations without the
approval of the commissioner. In the case of  a  limited-profit  nursing
home company, pay dividends on its shares and interest on its debentures
at  a  rate  higher  than  six  per  centum  per annum, issue shares and
debentures other than for money actually received for the use and lawful
purposes of the company, except that shares and debentures may be issued
for  property  actually  received for the use and lawful purposes of the
company upon a valuation approved by the commissioner and such valuation
shall be used in computing the estimated or actual project cost.
(c)  Without  first  having  obtained  the  written  consent  of   the
commissioner:
(i) Construct, reconstruct, rehabilitate, improve, alter or repair any
project, or enter into any contract for such purposes.
(ii)  Sell, transfer, lease or encumber any real property, except that
no such consent shall be necessary in any sale in  foreclosure  pursuant
to section two thousand eight hundred sixty-four.
(iii) Enter into any contracts relating to the management or operation
of nursing home projects.
(iv)  Enter  into  any contracts for the payment of any salary, fee or
emolument to officers or employees.
(v) Make a guaranty of payment, or pledge any or all  of  its  assets,
income or revenues to secure payment of its obligations.
(vi)  Voluntarily dissolve after twenty years, or such earlier date as
the bonds issued by the New York state housing finance agency or the New
York state medical care facilities finance agency, as the case  may  be,
with  respect  to  the  project  are  subject  to  redemption; provided,
however, that in the event an unpaid balance remains due on a loan  from
the  New York state housing finance agency or the New York state medical
care facilities finance agency, as the case may be, the consent  of  the
agency must also be obtained.