AB6017 Summary:

BILL NOA06017
 
SAME ASNo Same As
 
SPONSORDinowitz
 
COSPNSR
 
MLTSPNSR
 
Amd Art 10 §§1 & 4, Constn
 
Requires the enactment by the legislature of a code of corporate responsibility; requires all corporations formed under laws of other states doing business in this state to pay registration fees and taxes in New York and adhere to the code of corporate responsibility; includes limited liability companies and other entities having corporate powers within the definition of "corporation".
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AB6017 Actions:

BILL NOA06017
 
02/21/2017referred to corporations, authorities and commissions
02/23/2017to attorney-general for opinion
03/06/2017opinion referred to judiciary
01/03/2018referred to corporations, authorities and commissions
01/08/2018to attorney-general for opinion
01/24/2018enacting clause stricken
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AB6017 Committee Votes:

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AB6017 Floor Votes:

There are no votes for this bill in this legislative session.
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AB6017 Memo:

NEW YORK STATE ASSEMBLY
MEMORANDUM IN SUPPORT OF LEGISLATION
submitted in accordance with Assembly Rule III, Sec 1(f)
 
BILL NUMBER: A6017
 
SPONSOR: Dinowitz
  TITLE OF BILL: CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY proposing amendments to sections 1 and 4 of article 10 of the constitu- tion, in relation to corporations   PURPOSE OR GENERAL IDEA OF BILL: This amendment will require the enactment of a code of corporate respon- sibility and requires corporations formed under laws of other states to pay registration fees and taxes.   SUMMARY OF SPECIFIC PROVISIONS: Amends article 10, sections 1 and 4 of the New York State Constitution.   JUSTIFICATION: Numerous recent events have called corporate responsibility into ques- tion and as a result, confidence in our markets has eroded. Corpo- rations are creations of state law, therefore the state has the respon- sibility to act to restore our free markets to the vigor and integrity that have made them great. This legislation strikes the appropriate remedy to protect the American and state economies, therefore restoring investor confidence by requiring corporations doing business in New York State follow a constitutional code of corporate responsibility.   PRIOR LEGISLATIVE HISTORY: 2015-16: A.3230- Opinion referred to Judiciary. 2013-14: A.5703- Referred to Corporations, Authorities and Commissions 2011-12: A.5861- Referred to Corporations, Authorities and Commissions 2009-10: A.4273- Referred to Corporations, Authorities and Commissions 2007-08: A.1164- Referred to Corporations, Authorities and Commissions 2005-06: 2098- In Corporations 2003-04: A. 1316- In Corporations 2001-02: A.7420- In Corporations 1999-00: A.1212- In Corporations 1997-98: A.8951- In Corporations 1995-96: A.4054- In Corporations 1993-94: A.9549- In Corporations   FISCAL IMPLICATIONS: None.   EFFECTIVE DATE: Resolved (if the Senate concur), That the foregoing amendment be referred to the first regular legislative session convening after the next succeeding general election of members of the assembly, and in conformity with section 1 of article 19 of the constitution, be published for 3 months previous to the time of such election.
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AB6017 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                          6017
 
                               2017-2018 Regular Sessions
 
                   IN ASSEMBLY
 
                                    February 21, 2017
                                       ___________
 
        Introduced by M. of A. DINOWITZ -- read once and referred to the Commit-
          tee on Corporations, Authorities and Commissions
 
                    CONCURRENT RESOLUTION OF THE SENATE AND ASSEMBLY
 
        proposing  amendments to sections 1 and 4 of article 10 of the constitu-
          tion, in relation to corporations

     1    Section 1. Resolved (if the Senate concur), That section 1 of  article
     2  10 of the constitution be amended to read as follows:
     3    Section  1.  Corporations  may be formed under general laws; but shall
     4  not be created by special act, except for  municipal  purposes,  and  in
     5  cases  where,  in  the  judgment  of the legislature, the objects of the
     6  corporation cannot be attained under general laws.  All general laws and
     7  special acts passed pursuant to this section may be altered from time to
     8  time or repealed.
     9    On or before July first, two thousand twenty,  the  legislature  shall
    10  enact,  and  may thereafter from time to time amend, a code of corporate
    11  responsibility. Such code shall set forth that, in  recognition  of  the
    12  granting  to corporations of certain powers and privileges which are not
    13  possessed by individuals or partnerships, corporations doing business in
    14  this state have certain responsibilities to the people  and  communities
    15  of  this state. Such responsibilities shall include (a) the responsibil-
    16  ity to do business in this state in a manner which promotes the economic
    17  security and development of the state, its communities,  and  its  citi-
    18  zens,  which  protects  the  quality of the state's air and water, which
    19  provides safe and sanitary  workplaces  for  its  employees,  and  which
    20  refrains  from  the exercises of monopolistic or oligopolistic powers to
    21  increase prices and  generate  windfall  profits;  and  (b)  such  other
    22  responsibilities  as  the legislature may deem appropriate and necessary
    23  to the promotion of the health, safety, and welfare of  the  people  and
    24  communities  of  this  state.   The code of corporate responsibility, as
    25  enacted and from time to time amended by the legislature, may  establish
    26  specific  actions  which may not be taken by corporations doing business
    27  in this state. All entities which have  been  formed  under  general  or
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD89076-01-7

        A. 6017                             2
 
     1  special  laws  of  this state and which have any of the powers or privi-
     2  leges of corporations not possessed by individuals or partnerships,  and
     3  all  such entities which have been formed under the laws of other states
     4  and  which  are doing business in this state, shall conduct their activ-
     5  ities in this state in accordance with such code of corporate  responsi-
     6  bility.
     7    §  2. Resolved (if the Senate concur), That section 4 of article 10 of
     8  the constitution be amended to read as follows:
     9    § 4.  The term corporations, as used in this section and  in  sections
    10  1,  2,  and 3 of this article, shall be construed to include all associ-
    11  ations [and], joint-stock companies, limited  liability  companies,  and
    12  other  entities  having  any of the powers or privileges of corporations
    13  not possessed by individuals or partnerships.  Corporations formed under
    14  the laws of other states or other countries  may  do  business  in  this
    15  state;  provided  that  they  pay such registration fees and taxes, that
    16  they register with the secretary of state  and  with  such  other  state
    17  officer or officers as the legislature may require by law, and that they
    18  agree  to  comply  and  do comply with all laws of this state with which
    19  corporations formed under the laws of this state must comply, except  as
    20  otherwise provided by law.  The supreme court may dissolve a corporation
    21  formed  under the laws of this state or revoke the authority to do busi-
    22  ness in this state of a corporation formed under  the  laws  of  another
    23  state  or  country  (a)  in  an action by the attorney general, if it is
    24  established that (i) the corporation obtained its certificate of  incor-
    25  poration  or  its  authorization  to  do  business in this state through
    26  fraud, or (ii) the corporation has exceeded or abused, on  a  continuing
    27  basis,  the  authority  conferred  upon it by law or it has violated the
    28  law, on a continuing basis, or (iii) the corporation has acted  contrary
    29  to  the public policy of the state, or (iv) the corporation has acted in
    30  a manner that is inconsistent with the code of corporate  responsibility
    31  established pursuant to section 1 of this article or (b) in an action by
    32  a  shareholder,  if  it  is  established  that the directors or those in
    33  control of the corporation have acted, or are acting, or will act  in  a
    34  manner  that is illegal, oppressive, or fraudulent. And all corporations
    35  shall have the right to sue and shall be  subject  to  be  sued  in  all
    36  courts in like cases as natural persons.
    37    §  3. Resolved (if the Senate concur), That the foregoing amendment be
    38  referred to the first regular legislative session  convening  after  the
    39  next  succeeding  general  election  of members of the assembly, and, in
    40  conformity with  section  1  of  article  19  of  the  constitution,  be
    41  published for 3 months previous to the time of such election.
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