New York Laws
Title 2 - Boards of Public Authorities
2827-A - Subsidiaries of Public Authorities.

§ 2827-a. Subsidiaries of public authorities. 1. Notwithstanding any
law to the contrary, no state authority shall hereafter have the power
to organize any subsidiary corporation unless the legislature shall have
enacted a law granting such state authority such power for the
organization of a specific corporation, provided, however, that a state
authority may organize a subsidiary corporation pursuant to the
following requirements:

a. the purpose for which the subsidiary corporation shall be organized
shall be for a project or projects which the state authority has the
power to pursue pursuant to its corporate purposes;

b. the primary reason for which the subsidiary corporation shall be
organized shall be to limit the potential liability impact of the
subsidiary's project or projects on the authority or because state or
federal law requires that the purpose of a subsidiary be undertaken
through a specific corporate structure; and

c. the subsidiary corporation shall make the reports and other
disclosures as are required of state authorities, unless the subsidiary
corporation's operations and finances are consolidated with those of the
authority of which it is a subsidiary.

2. In such cases where a state authority has the power to organize a
subsidiary corporation pursuant to subdivision one of this section, the
state authority shall file, no less than sixty days prior to the
formation of such subsidiary, notice to the authorities budget office,
the governor, the comptroller, and the legislature that it will be
creating a subsidiary.

3. Subsidiary corporations formed under subdivision one of this
section shall not have the authority to issue bonds, notes or other
debts, provided, however, that such subsidiary corporations may issue
notes or other debt to the public authority of which it is a subsidiary.
No such debt issued by the subsidiary to its parent authority shall in
total exceed, at any time, a principal amount of five hundred thousand
dollars or, during the nine months after the formation of the
subsidiary, one million dollars.

4. The certificate of incorporation or other document filed to
organize a subsidiary corporation under this section shall state that
the state authority is the person organizing the corporation.

5. Provided, however, that nothing in this section shall be construed
to grant an authority the power to create a subsidiary where the
authority does not otherwise have the power to do so.

6. On or before the first day of January, two thousand eleven, and
annually on such day thereafter, any subsidiary public benefit
corporation, in cooperation with its parent public benefit corporation,
shall provide to the chair and ranking minority member of the senate
finance committee, the chair and ranking minority member of the assembly
ways and means committee, and each chair and ranking member of the
assembly and senate committees on corporations, authorities and
commissions a report on the subsidiary public benefit corporation. Such
report shall include for each subsidiary:

a. The complete legal name, address and contact information of the
subsidiary;

b. The structure of the organization of the subsidiary, including the
names and titles of each of its members, directors and officers, as well
as a chart of its organizational structure;

c. The complete bylaws and legal organization papers of the
subsidiary;

d. A complete report of the purpose, operations, mission and projects
of the subsidiary, including a statement of justification as to why the

subsidiary is necessary to continue its operations for the public
benefit for the people of the state of New York; and

e. Any other information the subsidiary public benefit corporation
deems important to include in such report.

7. Notwithstanding any inconsistent provision of this section,
paragraph b of subdivision one and subdivision three of this section
shall not apply to an entity established in article ten-c of this
chapter; provided, however, that no such public benefit corporation
shall have the power to organize a subsidiary for the purpose of:

a. evading the requirements of an existing collective bargaining
agreement; or

b. replacing or removing a certified employee organization.

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