S T A T E   O F   N E W   Y O R K
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                                  9628

                          I N  A S S E M B L Y

                              May 13, 2014
                               ___________

Introduced  by  M. of A. KOLB -- read once and referred to the Committee
  on Corporations, Authorities and Commissions

AN ACT to amend chapter 159 of the laws of 1929, relating to  increasing
  the  number of trustees of The Clifton Springs Sanitarium Company from
  thirteen to fifteen and amending in that respect  the  deed  of  trust
  made  by  Henry  Foster  and  wife to said Company, in relation to the
  number of members of such company

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Section  1 of chapter 159 of the laws of 1929 relating to
increasing the number of trustees  of  The  Clifton  Springs  Sanitarium
Company  from  thirteen to fifteen and amending in that respect the deed
of trust made by Henry Foster and wife to said Company,  as  amended  by
chapter 83 of the laws of 1989, is amended to read as follows:
  Section  1. Chapter two hundred and eighty-two of the laws of eighteen
hundred eighty-one having provided that the board  of  trustees  of  The
Clifton  Springs  Sanitarium  Company  should  consist of such number of
persons not exceeding fifteen as should be prescribed by Henry Foster in
a conveyance to be executed by him to the said The Clifton Springs Sani-
tarium Company, said company being a corporation organized  for  benevo-
lent  purposes  under  chapter one hundred and fifty-five of the laws of
eighteen hundred fifty-four, as supplemented and amended by chapter nine
hundred and seventy-three of the laws of  eighteen  hundred  sixty-seven
and  by  chapter  eight  hundred and ninety-four of the laws of eighteen
hundred seventy-one, and by said chapter two hundred and  eighty-two  of
the  laws of eighteen hundred eighty-one, and said Henry Foster and Mary
E. Foster, his wife, having made such  conveyance  dated  November  one,
eighteen  hundred  eighty-one,  which  was recorded in the office of the
clerk of Ontario county, whereby the number of said trustees  was  fixed
at  thirteen,  and said deed of trust having contained a clause that any
of the provisions of said deed of trust not  affecting  the  fundamental
nature  and  object thereof may be altered or amended by the legislature
upon the written petition of all the trustees of said company in  office
at  the  time and said deed of trust having been amended by chapter four

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

                                                           LBD14949-01-4

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hundred four of the laws of nineteen  hundred  eighty  to  increase  the
number  of  trustees  of  The  Clifton  Springs  Sanitarium Company from
fifteen to twenty-five, and all of the  trustees  of  said  The  Clifton
Springs   Sanitarium   Company  having  duly  presented  their  petition
addressed to the legislature of the state of New York asking  that  said
deed  of  trust  be  further  amended with respect to the number of said
trustees by altering the  number  from  twenty-five  to  not  less  than
fifteen  or  more than twenty-seven and by altering the powers, terms of
office and election of said trustees, it  is  hereby  enacted  that  the
number  of  trustees  of The Clifton Springs Sanitarium Company shall be
not less than fifteen nor more than twenty-seven,  and  further  enacted
that  the  terms  of  said deed of trust relating to the number, powers,
terms of office and manner of election of said trustees shall be amended
to read as follows:
  Powers and election:
  The board of trustees shall manage  the  corporation  and  shall  have
general control of the institution and its property, including the power
to  purchase  real  estate  or to sell any part thereof, by a two-thirds
vote of the members of the board in office;  to  make  improvements  and
incur  obligations;  to  delegate to committees of their own number such
powers as they may deem expedient, consistent with law; to  appoint  and
dismiss  directly  or indirectly all salaried officers and employees; to
fix salaries; to prescribe rules and regulations for the  government  of
the institution which shall be binding upon all connected therewith; and
in  general to do all acts which they may deem necessary for the welfare
of the corporation and the institution not inconsistent with the consti-
tution and laws of the state of New York  and  the  United  States,  the
guidelines  as  they may exist from time to time of the joint commission
on accreditation of health care organizations, and the provisions of the
deed of trust.
  The trustees shall be elected by the members at  the  annual  meeting,
and  each  trustee  shall  serve  until  his/her successor is elected or
appointed  and  qualified  unless  his/her  trusteeship  be  theretofore
vacated by resignation, death, removal or otherwise.
  Honorary trustees may be elected by the bored of trustees by unanimous
vote, but shall have no right to vote or hold office.
  Number of trustees:
  The  board of trustees shall consist of not less than fifteen nor more
than twenty-seven persons. The number of trustees may  be  increased  or
decreased,  within  the  provisions  set  forth  above, by the vote of a
majority of the board of trustees by resolution  adopted  prior  to  the
election  of  trustees  at the annual meeting of the corporation. In the
absence of such resolution of the number of trustees to  be  elected  at
such annual meeting shall be the number last fixed by the board of trus-
tees.  Any  board  action designating a change in the number of trustees
shall require a vote of the majority of the entire  board.  The  "entire
board"  shall  mean  the  total number of trustees which the corporation
would have if there were no vacancies.
  Classes of trustees:
  The trustees shall be classified with respect to the  time  for  which
they  shall  severally  hold office by dividing them into three classes,
each consisting of one-third of the whole number  of  trustees.  At  the
first  annual meeting of the corporation the trustees of the first class
shall be elected for a term of one year,  the  trustees  of  the  second
class for a term of two years, and the trustees of the third class for a
term  of  three years; and at each succeeding annual meeting the succes-

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sors to the class of trustees whose terms  shall  expire  in  that  year
shall  be  elected to hold office for a term of three years, so that the
term of office of one class of trustees shall expire each year.
  Vacancies:
  In case of any vacancy in the board of trustees caused by resignation,
death, increase in the number of trustees, or any other cause other than
removal,  a majority of the remaining trustees, although such a majority
is less than a quorum, may elect a successor  to  hold  office  for  the
unexpired  portion  of  the  term  of  the trustees whose place shall be
vacant, or in the event of increase in  the  number  of  trustees,  such
additional  trustees  as  may  be  required,  to hold office until their
successors shall have been duly elected and qualify.
  Removal of trustees:
  Unless otherwise provided by law or the deed of trust, any elected  or
appointed trustee may be removed from office at any time by a two-thirds
vote of the members of the board in office.
  MEMBER:
  THE BOARD OF TRUSTEES SHALL HAVE THE POWER TO AMEND THE CERTIFICATE OF
INCORPORATION  OF  THE  CLIFTON SPRINGS SANITARIUM COMPANY TO CHANGE THE
AUTHORIZED NUMBER OF MEMBERS OF THE CLIFTON SPRINGS  SANITARIUM  COMPANY
TO  A  SINGLE  MEMBER  THAT  IS  A  NEW  YORK NOT-FOR-PROFIT CORPORATION
("CORPORATE MEMBER") AND TO DELEGATE TO THE CORPORATE MEMBER PURSUANT TO
PARAGRAPH (B) OF SECTION 701 OF THE NOT-FOR-PROFIT CORPORATION LAW  SUCH
DECISION  MAKING  AUTHORITY  AS IS PERMITTED TO BE EXERCISED BY A CORPO-
RATION WITH AUTHORITY TO OPERATE A  HOSPITAL,  RESIDENTIAL  HEALTH  CARE
FACILITY, HOME HEALTH AGENCY, ADULT HOME, DIAGNOSTIC TREATMENT CENTER OR
ANOTHER TYPE OF HEALTH CARE FACILITY OR PROGRAM, AS THE CASE MAY BE, FOR
AND ON BEHALF OF THE CLIFTON SPRINGS SANITARIUM COMPANY.
  Said deed of trust is, and shall be deemed to be amended accordingly.
  S 2. This act shall take effect immediately.