S T A T E O F N E W Y O R K
________________________________________________________________________
7191
I N S E N A T E
May 2, 2014
___________
Introduced by Sen. NOZZOLIO -- read twice and ordered printed, and when
printed to be committed to the Committee on Local Government
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
S. 7191 2
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-
S. 7191 3
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.
