New York Laws
Article 2 - Limited-Profit Housing Companies
13 - Limited-Profit Housing Companies; How Created.

(a) A declaration that the original directors, officers, subscribers
and income debenture holders possessing the right to vote, shall be
deemed at the time of accepting such offices, or subscribing to the
stock or income debentures to have agreed not to resign from the company
and not to sell their stock or income debentures prior to the completion
of the project and the certification of the total actual project cost by
the supervising agency, except with the consent of the supervising
agency.
(b) A declaration that the shares of stock and the income debentures
of the company shall be issued only in such amounts and form as may be
approved by the supervising agency and that no stock shall be redeemed,
purchased or retired and no income debentures shall be redeemed prior to
their dates of maturity or purchased or retired by the company during
the period in which the loan by the municipality is in force or for
which tax exemption is granted pursuant to section thirty-three of this
article, except with the consent of the supervising agency.
(c) A provision that in the event of a violation by the company of any
provision of the certificate of incorporation or of law or of the loan
or mortgage contract or of any rules and regulations duly promulgated
pursuant to the provisions of this article, the supervising agency may
remove any or all of the existing directors of the company and appoint
such person or persons which the supervising agency in its sole
discretion deems advisable, including officers or employees of the
supervising agency, as new directors to serve in the places of those
removed; that directors so appointed by the supervising agency who are
officers or employees of the supervising agency shall serve in such
capacity without compensation; and that any directors so appointed by
the supervising agency shall serve only for a period coexistent with the
duration of such violation or until the supervising agency is assured in
a manner satisfactory to it against violations of a similar nature.
(d) A provision that the supervising agency or its duly authorized
representative shall be notified in writing of and shall have the right
to attend all meetings of the board of directors or of the stockholders
and income debenture holders of the company.
(e) A provision that the sale of stock by a stockholder or the company
or the sale of income debentures, the holders of which possess the right
to vote, by any such holder or the company, shall be subject to the
consent of the supervising agency.
(f) Such other provisions, not inconsistent with law, as the
supervising agency may deem necessary to protect the investment of the
municipality and to carry out the purposes of this article.
17. The certificate of incorporation of a non-profit company
incorporated pursuant to the provisions of the not for-profit
corporation law and this article shall, in addition to all other matters
required by law to be stated therein, state:
a. That its purpose is to provide housing and auxiliary facilities for
staff members, employees or students of any college, university,
hospital, child care institution and their immediate families, for aged
or handicapped persons of low income, or for any one of the above
purposes, or to provide housing accommodations pursuant to the terms and
provisions of this article in the case of a municipally-aided non-profit
company, or to provide housing accommodations pursuant to the provisions
of this article in the case of a low income non-profit housing company;
b. That the directors or trustees are and at all times shall be
officers, directors or trustees of such college, university, hospital or
child care institution, or, in the case of a non-profit company
providing housing for aged or handicapped persons of low income or of a
municipally-aided non-profit company providing housing accommodations
pursuant to the terms and provisions of this article, or of a low income
non-profit housing company providing housing accommodations pursuant to
the provisions of this article, of a corporation organized pursuant to
the provisions of the not-for-profit corporation law;
c. That the property of such company shall upon dissolution vest in
such college, university, hospital, child care institution, or
not-for-profit corporation, and
d. That no part of the net earnings of such college, university,
hospital, child care institution or not-for-profit corporation shall
inure to the benefit of any private individual.
18. That the secretary of state is designated as the agent of the
company upon whom process in any action or proceeding against it may be
served.

Structure New York Laws