Bill Text: NY S05019 | 2011-2012 | General Assembly | Amended

NOTE: There are more recent revisions of this legislation. Read Latest Draft

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Bill Title: Terminates the Clifton-Fine Health Care Corporation, a public benefit corporation, and transfers any assets and powers to the Clifton-Fine Health Care Corporation, a not-for-profit corporation.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Engrossed - Dead) 2012-06-20 - referred to corporations, authorities and commissions [S05019 Detail]

Download: New_York-2011-S05019-Amended.html

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                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                        5019--C
           Cal. No. 73
                              2011-2012 Regular Sessions
                                   I N  S E N A T E
                                      May 2, 2011
                                      ___________
       Introduced  by  Sen.  GRIFFO -- read twice and ordered printed, and when
         printed to be committed to the Committee on Corporations,  Authorities
         and   Commissions  --  committee  discharged,  bill  amended,  ordered
         reprinted as amended and recommitted to said committee --  recommitted
         to  the  Committee  on  Corporations,  Authorities  and Commissions in
         accordance with Senate Rule 6, sec. 8 --  committee  discharged,  bill
         amended,  ordered reprinted as amended and recommitted to said commit-
         tee -- reported favorably from said committee, ordered  to  first  and
         second report, ordered to a third reading, passed by Senate and deliv-
         ered  to  the Assembly, recalled, vote reconsidered, restored to third
         reading, amended and ordered reprinted, retaining  its  place  in  the
         order of third reading
       AN  ACT to amend the public authorities law, in relation to the Clifton-
         Fine Health Care Corporation and to repeal title 5 of article 10-C  of
         such law relating thereto
         THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
       BLY, DO ENACT AS FOLLOWS:
    1    Section 1. The public authorities law  is  amended  by  adding  a  new
    2  section 3622 to read as follows:
    3    S  3622.  TERMINATION OF THE CORPORATION. 1. NOTWITHSTANDING ANY OTHER
    4  PROVISION OF LAW TO THE CONTRARY, THE BOARD SHALL WIND UP THE AFFAIRS OF
    5  THE CORPORATION ON OR BEFORE DECEMBER THIRTY-FIRST, TWO  THOUSAND  THIR-
    6  TEEN, ON WHICH DATE THE CORPORATION SHALL CEASE TO EXIST.
    7    2.  ALL  OF  THE  ASSETS,  FUNCTIONS,  POWERS,  RIGHTS  AND PRIVILEGES
    8  POSSESSED BY AND ALL OF THE LIABILITIES, OBLIGATIONS AND DUTIES  OF  THE
    9  CORPORATION,  INCLUDING THE FUNCTIONS, POWERS, OBLIGATIONS AND DUTIES OF
   10  ITS BOARD, OTHER THAN THOSE APPLICABLE TO A PUBLIC  BENEFIT  CORPORATION
   11  BUT NOT TO A CORPORATION ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT
   12  CORPORATION LAW, SHALL, ON OR BEFORE DECEMBER THIRTY-FIRST, TWO THOUSAND
   13  THIRTEEN,  BE  TRANSFERRED AND ASSIGNED TO, ASSUMED BY AND DEVOLVED UPON
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD11171-09-2
       S. 5019--C                          2
    1  THE CLIFTON-FINE HEALTH CARE CORPORATION, A  CORPORATION  ORGANIZED  AND
    2  EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW.
    3    3.  ON  OR  BEFORE  DECEMBER  THIRTY-FIRST, TWO THOUSAND THIRTEEN, THE
    4  CORPORATION AND ITS BOARD SHALL DELIVER TO THE CLIFTON-FINE HEALTH  CARE
    5  CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER THE NOT-FOR-PRO-
    6  FIT CORPORATION LAW, ALL OF THE CORPORATION'S BOOKS, PAPERS, RECORDS AND
    7  PROPERTY.
    8    4.  ANY BUSINESS OR OTHER MATTER UNDERTAKEN OR COMMENCED BY THE CORPO-
    9  RATION OR ITS BOARD PERTAINING TO OR CONNECTED WITH  THE  ASSETS,  FUNC-
   10  TIONS,  POWERS,  RIGHTS, PRIVILEGES, LIABILITIES, OBLIGATIONS AND DUTIES
   11  HEREBY TRANSFERRED AND ASSIGNED TO THE CLIFTON-FINE HEALTH  CARE  CORPO-
   12  RATION,  A  CORPORATION  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT
   13  CORPORATION LAW, SHALL, FROM AND AFTER SUCH TRANSFER, BE  CONDUCTED  AND
   14  COMPLETED  BY  THE  CLIFTON-FINE  HEALTH CARE CORPORATION, A CORPORATION
   15  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW, IN  THE
   16  SAME  MANNER  AND  UNDER THE SAME TERMS AND CONDITIONS AND WITH THE SAME
   17  EFFECT AS IF CONDUCTED AND COMPLETED BY THE CORPORATION OR ITS BOARD.
   18    5. ALL RULES, REGULATIONS, ACTS, DETERMINATIONS AND DECISIONS  OF  THE
   19  CORPORATION OR ITS BOARD PERTAINING TO THE ASSETS, LIABILITIES AND FUNC-
   20  TIONS  HEREIN  TRANSFERRED  AND  ASSIGNED,  IN FORCE AT THE TIME OF SUCH
   21  TRANSFER, ASSIGNMENT, ASSUMPTION OR DEVOLUTION SHALL CONTINUE  IN  FORCE
   22  AND  EFFECT AS RULES, REGULATIONS, ACTS, DETERMINATIONS AND DECISIONS OF
   23  THE CLIFTON-FINE HEALTH CARE CORPORATION, A  CORPORATION  ORGANIZED  AND
   24  EXISTING  UNDER  THE NOT-FOR-PROFIT CORPORATION LAW, UNTIL DULY MODIFIED
   25  OR ABROGATED BY SUCH CORPORATION.
   26    6. WHENEVER THE CORPORATION OR ITS BOARD ARE REFERRED TO OR DESIGNATED
   27  IN ANY LAW, CONTRACT OR DOCUMENT PERTAINING TO  THE  FUNCTIONS,  POWERS,
   28  OBLIGATIONS  AND  DUTIES HEREBY TRANSFERRED TO AND ASSIGNED TO THE CLIF-
   29  TON-FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED  AND  EXISTING
   30  UNDER  THE NOT-FOR-PROFIT CORPORATION LAW, SUCH REFERENCE OR DESIGNATION
   31  SHALL BE DEEMED TO REFER TO THE CLIFTON-FINE HEALTH CARE CORPORATION,  A
   32  CORPORATION  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION
   33  LAW.
   34    7. NO EXISTING RIGHT  OR  REMEDY  OF  ANY  CHARACTER  SHALL  BE  LOST,
   35  IMPAIRED OR AFFECTED BY REASON OF THIS SECTION OTHER THAN THOSE APPLICA-
   36  BLE  TO  A PUBLIC BENEFIT CORPORATION AND NOT TO A CORPORATION ORGANIZED
   37  AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW.
   38    8. NO ACTION PENDING AT  ANY  TIME  ON  THE  EFFECTIVE  DATE  OF  THIS
   39  SECTION,  BROUGHT  BY  OR  AGAINST THE CORPORATION OR ITS BOARD SHALL BE
   40  AFFECTED BY ANY PROVISION OF THIS SECTION, BUT THE SAME  MAY  BE  PROSE-
   41  CUTED  OR  DEFENDED  IN  THE NAME OF THE CLIFTON-FINE HEALTH CARE CORPO-
   42  RATION, A CORPORATION ORGANIZED AND EXISTING  UNDER  THE  NOT-FOR-PROFIT
   43  CORPORATION  LAW,  AND  SUCH  CORPORATION SHALL, UPON APPLICATION TO THE
   44  COURT, BE SUBSTITUTED AS A PARTY.
   45    9. ON OR BEFORE DECEMBER  THIRTY-FIRST,  TWO  THOUSAND  THIRTEEN,  THE
   46  CORPORATION  SHALL  REPAY  ALL  OF  ITS  OUTSTANDING TAX-EXEMPT BONDS OR
   47  NOTES, IF ANY, INCLUDING ITS NOTES AND BONDS, IF ANY, AND  TRANSFER  ALL
   48  OF  ITS RIGHTS, PROPERTIES AND ASSETS, OF WHATEVER KIND, TO THE CLIFTON-
   49  FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER
   50  THE NOT-FOR-PROFIT CORPORATION LAW.
   51    10. NOTWITHSTANDING ANY OTHER  PROVISION  OF  APPLICABLE  LAW  TO  THE
   52  CONTRARY,  THE  TRANSFER  PROVIDED  FOR IN THIS SECTION SHALL REQUIRE NO
   53  FURTHER APPROVAL OR CONSENT UNDER ANY PROVISION  OF  THE  PUBLIC  HEALTH
   54  LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW OR ANY OTHER LAW OR
   55  REGULATION OF THE STATE.
       S. 5019--C                          3
    1    11.  IMMEDIATELY  UPON  THE TRANSFER PROVIDED FOR IN THIS SECTION, THE
    2  CLIFTON-FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED AND EXIST-
    3  ING UNDER THE NOT-FOR-PROFIT CORPORATION LAW, SHALL ESTABLISH AND IMPLE-
    4  MENT A RETIREMENT PLAN PURSUANT TO SECTION 403(B) OF THE FEDERAL  INTER-
    5  NAL  REVENUE CODE, INCLUDING AN EMPLOYER MATCH, FOR THE BENEFIT OF THOSE
    6  ELIGIBLE EMPLOYEES EMPLOYED BY THE  CORPORATION  ON  THE  DATE  OF  SUCH
    7  TRANSFER.  NO  CORPORATION  EMPLOYEES  SHALL  BE  TERMINATED AS A DIRECT
    8  RESULT OF THE TRANSFER PROVIDED FOR IN THIS  SECTION,  EXCEPT  FOR  JUST
    9  CAUSE.
   10    S  2.  Title  5  of  article  10-C  of  the  public authorities law is
   11  REPEALED.
   12    S 3. This act shall take effect December 31, 2013, except that section
   13  one of this act shall take effect on the thirtieth day  after  it  shall
   14  have become a law.