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.
STATE OF NEW YORK
________________________________________________________________________
7434--D
2011-2012 Regular Sessions
IN ASSEMBLY
May 4, 2011
___________
Introduced by M. of A. BLANKENBUSH -- read once and referred 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 Assembly Rule 3, sec. 2
-- committee discharged, bill amended, ordered reprinted as amended
and recommitted to said committee -- again reported from said commit-
tee with amendments, ordered reprinted as amended and recommitted to
said committee -- reported and referred to the Committee on Ways and
Means -- committee discharged, bill amended, ordered reprinted as
amended and recommitted to said committee
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 § 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
14 the Clifton-Fine Health Care Corporation, a corporation organized and
15 existing under the not-for-profit corporation law.
EXPLANATION--Matter in italics (underscored) is new; matter in brackets
[] is old law to be omitted.
LBD11171-11-2
A. 7434--D 2
1 3. On or before December thirty-first, two thousand thirteen, the
2 corporation and its board shall deliver to the Clifton-Fine Health Care
3 Corporation, a corporation organized and existing under the not-for-pro-
4 fit corporation law, all of the corporation's books, papers, records and
5 property.
6 4. Any business or other matter undertaken or commenced by the corpo-
7 ration or its board pertaining to or connected with the assets, func-
8 tions, powers, rights, privileges, liabilities, obligations and duties
9 hereby transferred and assigned to the Clifton-Fine Health Care Corpo-
10 ration, a corporation organized and existing under the not-for-profit
11 corporation law, shall, from and after such transfer, be conducted and
12 completed by the Clifton-Fine Health Care Corporation, a corporation
13 organized and existing under the not-for-profit corporation law, in the
14 same manner and under the same terms and conditions and with the same
15 effect as if conducted and completed by the corporation or its board.
16 5. All rules, regulations, acts, determinations and decisions of the
17 corporation or its board pertaining to the assets, liabilities and func-
18 tions herein transferred and assigned, in force at the time of such
19 transfer, assignment, assumption or devolution shall continue in force
20 and effect as rules, regulations, acts, determinations and decisions of
21 the Clifton-Fine Health Care Corporation, a corporation organized and
22 existing under the not-for-profit corporation law, until duly modified
23 or abrogated by such corporation.
24 6. Whenever the corporation or its board are referred to or designated
25 in any law, contract or document pertaining to the functions, powers,
26 obligations and duties hereby transferred to and assigned to the Clif-
27 ton-Fine Health Care Corporation, a corporation organized and existing
28 under the not-for-profit corporation law, such reference or designation
29 shall be deemed to refer to the Clifton-Fine Health Care Corporation, a
30 corporation organized and existing under the not-for-profit corporation
31 law.
32 7. No existing right or remedy of any character shall be lost,
33 impaired or affected by reason of this section other than those applica-
34 ble to a public benefit corporation and not to a corporation organized
35 and existing under the not-for-profit corporation law.
36 8. No action pending at any time on the effective date of this
37 section, brought by or against the corporation or its board shall be
38 affected by any provision of this section, but the same may be prose-
39 cuted or defended in the name of the Clifton-Fine Health Care Corpo-
40 ration, a corporation organized and existing under the not-for-profit
41 corporation law, and such corporation shall, upon application to the
42 court, be substituted as a party.
43 9. On or before December thirty-first, two thousand thirteen, the
44 corporation shall repay all of its outstanding tax-exempt bonds or
45 notes, if any, including its notes and bonds, if any, and transfer all
46 of its rights, properties and assets, of whatever kind, to the Clifton-
47 Fine Health Care Corporation, a corporation organized and existing under
48 the not-for-profit corporation law.
49 10. Notwithstanding any other provision of applicable law to the
50 contrary, the transfer provided for in this section shall require no
51 further approval or consent under article twenty-eight of the public
52 health law.
53 11. Immediately upon the transfer provided for in this section, the
54 Clifton-Fine Health Care Corporation, a corporation organized and exist-
55 ing under the not-for-profit corporation law, shall establish and imple-
56 ment a retirement plan pursuant to section 403(b) of the federal inter-
A. 7434--D 3
1 nal revenue code, including an employer match, for the benefit of those
2 eligible employees employed by the corporation on the date of such
3 transfer. No corporation employees shall be terminated as a direct
4 result of the transfer provided for in this section, except for just
5 cause.
6 § 2. Title 5 of article 10-C of the public authorities law is
7 REPEALED.
8 § 3. This act shall take effect December 31, 2013, except that section
9 one of this act shall take effect on the thirtieth day after it shall
10 have become a law.
