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.

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A7434C-2011 Actions

• Jun 13, 2012: print number 7434d
• Jun 13, 2012: amend and recommit to ways and means
• Jun 12, 2012: reported referred to ways and means
• May 10, 2012: print number 7434c
• May 10, 2012: amend and recommit to corporations, authorities and commissions
• Jan 17, 2012: print number 7434b
• Jan 17, 2012: print number 7434a
• Jan 17, 2012: print number 7434b
• Jan 17, 2012: amend and recommit to corporations, authorities and commissions
• Jan 4, 2012: referred to corporations, authorities and commissions
• May 9, 2011: print number 7434a
• May 9, 2011: amend (t) and recommit to corporations, authorities and commissions
• May 4, 2011: referred to corporations, authorities and commissions

A7434C-2011 Text

                      S T A T E   O F   N E W   Y O R K
  ________________________________________________________________________

                                   7434--C

                         2011-2012 Regular Sessions

                            I N  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

  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:


    Section 1. The public authorities law  is  amended  by  adding  a  new
  section 3622 to read as follows:

    S  3622.  TERMINATION OF THE CORPORATION. 1. NOTWITHSTANDING ANY OTHER
  PROVISION OF LAW TO THE CONTRARY, THE BOARD SHALL WIND UP THE AFFAIRS OF
  THE CORPORATION ON OR BEFORE DECEMBER THIRTY-FIRST, TWO  THOUSAND  THIR-
  TEEN, ON WHICH DATE THE CORPORATION SHALL CEASE TO EXIST.
    2.  ALL  OF  THE  ASSETS,  FUNCTIONS,  POWERS,  RIGHTS  AND PRIVILEGES
  POSSESSED BY AND ALL OF THE LIABILITIES, OBLIGATIONS AND DUTIES  OF  THE
  CORPORATION,  INCLUDING THE FUNCTIONS, POWERS, OBLIGATIONS AND DUTIES OF
  ITS BOARD, OTHER THAN THOSE APPLICABLE TO A PUBLIC  BENEFIT  CORPORATION
  BUT NOT TO A CORPORATION ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT
  CORPORATION LAW, SHALL, ON OR BEFORE DECEMBER THIRTY-FIRST, TWO THOUSAND
  THIRTEEN,  BE  TRANSFERRED AND ASSIGNED TO, ASSUMED BY AND DEVOLVED UPON
  THE CLIFTON-FINE HEALTH CARE CORPORATION, A  CORPORATION  ORGANIZED  AND
  EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW.
    3.  ON  OR  BEFORE  DECEMBER  THIRTY-FIRST, TWO THOUSAND THIRTEEN, THE
  CORPORATION AND ITS BOARD SHALL DELIVER TO THE CLIFTON-FINE HEALTH  CARE

   EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                        [ ] is old law to be omitted.
                                                             LBD11171-08-2

 A. 7434--C                          2

  CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER THE NOT-FOR-PRO-
  FIT CORPORATION LAW, ALL OF THE CORPORATION'S BOOKS, PAPERS, RECORDS AND
  PROPERTY.
    4.  ANY BUSINESS OR OTHER MATTER UNDERTAKEN OR COMMENCED BY THE CORPO-
  RATION OR ITS BOARD PERTAINING TO OR CONNECTED WITH  THE  ASSETS,  FUNC-
  TIONS,  POWERS,  RIGHTS, PRIVILEGES, LIABILITIES, OBLIGATIONS AND DUTIES
  HEREBY TRANSFERRED AND ASSIGNED TO THE CLIFTON-FINE HEALTH  CARE  CORPO-
  RATION,  A  CORPORATION  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT
  CORPORATION LAW, SHALL, FROM AND AFTER SUCH TRANSFER, BE  CONDUCTED  AND
  COMPLETED  BY  THE  CLIFTON-FINE  HEALTH CARE CORPORATION, A CORPORATION
  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW, IN  THE
  SAME  MANNER  AND  UNDER THE SAME TERMS AND CONDITIONS AND WITH THE SAME
  EFFECT AS IF CONDUCTED AND COMPLETED BY THE CORPORATION OR ITS BOARD.
    5. ALL RULES, REGULATIONS, ACTS, DETERMINATIONS AND DECISIONS  OF  THE
  CORPORATION OR ITS BOARD PERTAINING TO THE ASSETS, LIABILITIES AND FUNC-
  TIONS  HEREIN  TRANSFERRED  AND  ASSIGNED,  IN FORCE AT THE TIME OF SUCH
  TRANSFER, ASSIGNMENT, ASSUMPTION OR DEVOLUTION SHALL CONTINUE  IN  FORCE
  AND  EFFECT AS RULES, REGULATIONS, ACTS, DETERMINATIONS AND DECISIONS OF
  THE CLIFTON-FINE HEALTH CARE CORPORATION, A  CORPORATION  ORGANIZED  AND
  EXISTING  UNDER  THE NOT-FOR-PROFIT CORPORATION LAW, UNTIL DULY MODIFIED
  OR ABROGATED BY SUCH CORPORATION.
    6. WHENEVER THE CORPORATION OR ITS BOARD ARE REFERRED TO OR DESIGNATED
  IN ANY LAW, CONTRACT OR DOCUMENT PERTAINING TO  THE  FUNCTIONS,  POWERS,
  OBLIGATIONS  AND  DUTIES HEREBY TRANSFERRED TO AND ASSIGNED TO THE CLIF-
  TON-FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED  AND  EXISTING
  UNDER  THE NOT-FOR-PROFIT CORPORATION LAW, SUCH REFERENCE OR DESIGNATION
  SHALL BE DEEMED TO REFER TO THE CLIFTON-FINE HEALTH CARE CORPORATION,  A
  CORPORATION  ORGANIZED AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION
  LAW.
    7. NO EXISTING RIGHT  OR  REMEDY  OF  ANY  CHARACTER  SHALL  BE  LOST,
  IMPAIRED OR AFFECTED BY REASON OF THIS SECTION OTHER THAN THOSE APPLICA-
  BLE  TO  A PUBLIC BENEFIT CORPORATION AND NOT TO A CORPORATION ORGANIZED
  AND EXISTING UNDER THE NOT-FOR-PROFIT CORPORATION LAW.
    8. NO ACTION PENDING AT  ANY  TIME  ON  THE  EFFECTIVE  DATE  OF  THIS
  SECTION,  BROUGHT  BY  OR  AGAINST THE CORPORATION OR ITS BOARD SHALL BE
  AFFECTED BY ANY PROVISION OF THIS SECTION, BUT THE SAME  MAY  BE  PROSE-
  CUTED  OR  DEFENDED  IN  THE NAME OF THE CLIFTON-FINE HEALTH CARE CORPO-
  RATION, A CORPORATION ORGANIZED AND EXISTING  UNDER  THE  NOT-FOR-PROFIT
  CORPORATION  LAW,  AND  SUCH  CORPORATION SHALL, UPON APPLICATION TO THE
  COURT, BE SUBSTITUTED AS A PARTY.
    9. ON OR BEFORE DECEMBER  THIRTY-FIRST,  TWO  THOUSAND  THIRTEEN,  THE
  CORPORATION  SHALL  REPAY  ALL  OF  ITS  OUTSTANDING TAX-EXEMPT BONDS OR
  NOTES, IF ANY, INCLUDING ITS NOTES AND BONDS, IF ANY, AND  TRANSFER  ALL
  OF  ITS RIGHTS, PROPERTIES AND ASSETS, OF WHATEVER KIND, TO THE CLIFTON-
  FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED AND EXISTING UNDER
  THE NOT-FOR-PROFIT CORPORATION LAW.
    10. NOTWITHSTANDING ANY OTHER  PROVISION  OF  APPLICABLE  LAW  TO  THE
  CONTRARY,  THE  TRANSFER  PROVIDED  FOR IN THIS SECTION SHALL REQUIRE NO
  FURTHER APPROVAL OR CONSENT UNDER ANY PROVISION  OF  THE  PUBLIC  HEALTH
  LAW, THE MENTAL HYGIENE LAW, THE SOCIAL SERVICES LAW OR ANY OTHER LAW OR
  REGULATION OF THE STATE.
    11.  IMMEDIATELY  UPON  THE TRANSFER PROVIDED FOR IN THIS SECTION, THE
  CLIFTON-FINE HEALTH CARE CORPORATION, A CORPORATION ORGANIZED AND EXIST-
  ING UNDER THE NOT-FOR-PROFIT CORPORATION LAW, SHALL ESTABLISH AND IMPLE-
  MENT A RETIREMENT PLAN PURSUANT TO SECTION 403(B) OF THE FEDERAL  INTER-
  NAL  REVENUE CODE, INCLUDING AN EMPLOYER MATCH, FOR THE BENEFIT OF THOSE

 A. 7434--C                          3

  ELIGIBLE EMPLOYEES EMPLOYED BY THE  CORPORATION  ON  THE  DATE  OF  SUCH
  TRANSFER.  NO  CORPORATION  EMPLOYEES  SHALL  BE  TERMINATED AS A DIRECT
  RESULT OF THE TRANSFER PROVIDED FOR IN THIS  SECTION,  EXCEPT  FOR  JUST
  CAUSE.
    S  2.  Title  5  of  article  10-C  of  the  public authorities law is
  REPEALED.
    S 3. This act shall take effect December 31, 2013, except that section
  one of this act shall take effect on the thirtieth day  after  it  shall
  have become a law.