S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                    173
 
                        2025-2026 Regular Sessions
 
                           I N  A S S E M B L Y
 
                                (PREFILED)
 
                              January 8, 2025
                                ___________
 
 Introduced  by M. of A. PAULIN, OTIS, JACOBSON, SHIMSKY -- read once and
   referred to the Committee on Corporations, Authorities and Commissions
 
 AN ACT to amend  the  not-for-profit  corporation  law  and  the  public
   authorities law, in relation to the applicability of open meetings and
   freedom of information laws to certain not-for-profit corporations
 
   THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. Section  104  of  the  not-for-profit  corporation  law  is
 amended by adding a new paragraph (h) to read as follows:
   (H)  THE  DEPARTMENT  SHALL TRANSMIT ELECTRONICALLY TO THE AUTHORITIES
 BUDGET OFFICE A COPY OF EVERY  CERTIFICATE  OF  INCORPORATION  FILED  OR
 DELIVERED  WHERE  THE INCORPORATOR HAS INDICATED ON THE CERTIFICATE THAT
 SUCH INCORPORATOR IS FILING SAID CERTIFICATE ON THE  BEHALF  OR  AT  THE
 BEHEST  OF  A  MUNICIPAL  CORPORATION,  STATE  OR  LOCAL  AUTHORITY,  OR
 DISTRICT.
   § 2. Subparagraph 2-b of paragraph (a) of section 402 of the  not-for-
 profit  corporation  law, as added by chapter 23 of the laws of 2014, is
 amended to read as follows:
   (2-b) If it is not formed to engage in any activity or for any purpose
 requiring consent or approval of any state official, department,  board,
 agency  or other body, OR DOES NOT REQUIRE CONSENT PURSUANT TO PARAGRAPH
 (W) OF SECTION 404 (APPROVALS, NOTICES AND CONSENTS) OF THIS  ARTICLE  a
 statement  that  no such consent or approval is required. Such statement
 shall be deemed conclusive for purposes of filing by the  department  of
 state.  If subsequent to submitting the certificate of incorporation for
 filing, the corporation  plans  to  engage  in  any  activity  requiring
 consent  or  approval  pursuant  to section 404 [(approvals] (APPROVALS,
 notices and consents) of this [chapter] ARTICLE, the  corporation  shall
 obtain such consent or approval and accordingly amend its certificate of
 incorporation pursuant to article eight of this chapter.
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
              

                                                            LBD00315-01-5
 A. 173                              2
 
   §  3.  Paragraph  (a) of section 402 of the not-for-profit corporation
 law is amended by adding a new subparagraph 9 to read as follows:
   (9)  A  STATEMENT WHETHER THE CORPORATION IS BEING INCORPORATED ON THE
 BEHALF OR AT THE BEHEST OF ANY MUNICIPAL  CORPORATION,  STATE  OR  LOCAL
 AUTHORITY,  OR  DISTRICT.  IF  SO,  THE INCORPORATOR SHALL IDENTIFY SUCH
 MUNICIPAL CORPORATION, STATE OR LOCAL AUTHORITY, OR DISTRICT.
   § 4. Section 404 of the not-for-profit corporation law is  amended  by
 adding a new paragraph (w) to read as follows:
   (W)  EVERY  CERTIFICATE  OF  INCORPORATION  WHICH  INCLUDES ANY OF THE
 FOLLOWING SHALL HAVE ENDORSED THEREON OR ANNEXED THERETO THE CONSENT  OF
 THE DIRECTOR OF THE AUTHORITIES BUDGET OFFICE:
   (1)  INDICATES  THAT  ONE OR MORE INDIVIDUALS WHO SERVE AS OFFICERS OR
 EMPLOYEES OF ANY MUNICIPAL CORPORATION, STATE  OR  LOCAL  AUTHORITY,  OR
 DISTRICT  SHALL: (I) SELECT EITHER A MAJORITY OF THE CORPORATION'S BOARD
 OF DIRECTORS OR THE CORPORATION'S CHIEF EXECUTIVE OFFICER; (II)  CONSTI-
 TUTE A MAJORITY OF THE VOTING STRENGTH THAT SELECTS EITHER A MAJORITY OF
 THE  CORPORATION'S  BOARD OF DIRECTORS OR THE CORPORATION'S CHIEF EXECU-
 TIVE OFFICER; OR (III) SERVE AS: (A) A  MAJORITY  OF  THE  CORPORATION'S
 BOARD OF DIRECTORS; OR (B) IN THEIR OFFICIAL CAPACITY, THE CORPORATION'S
 CHIEF EXECUTIVE OFFICER; OR
   (2)  INDICATES  THAT  SUCH  CORPORATION  IS  BEING INCORPORATED ON THE
 BEHALF OR AT THE BEHEST OF ANY MUNICIPAL  CORPORATION,  STATE  OR  LOCAL
 AUTHORITY, OR DISTRICT.
   THE DIRECTOR SHALL MAKE SUCH INQUIRY INTO THE PURPOSES OF THE PROPOSED
 CORPORATION AS THE DIRECTOR SHALL DEEM ADVISABLE.
   §  5.  Subparagraph 2 of paragraph (d) of section 1411 of the not-for-
 profit corporation law is amended to read as follows:
   (2) Notwithstanding the provisions of any general,  special  or  local
 law,  charter  or  ordinance  to the contrary, such sale or lease may be
 made without appraisal (EXCEPT AS MAY BE NECESSARY IN REGARD TO SUBPARA-
 GRAPH (4) OF THIS PARAGRAPH), public notice[,] (except  as  provided  in
 subparagraph (4) OF THIS PARAGRAPH), or public bidding for such price or
 rental  and  upon  such  terms as may be agreed upon between the county,
 city, town or village and said local development corporation;  provided,
 however,  that  in case of a lease the term may not exceed [ninety-nine]
 TWENTY-FIVE years and provided, further, that in cities having  a  popu-
 lation of one million or more, no such sale or lease shall be made with-
 out the approval of a majority of the members of the borough improvement
 board of the borough in which such real property is located.
   §  6.  Subparagraph 4 of paragraph (d) of section 1411 of the not-for-
 profit corporation law is amended to read as follows:
   (4) Notice of such hearing shall be published at least  [ten]  TWENTY-
 ONE  days before the date set for the hearing in such publication and in
 such manner as may be designated by the local legislative body,  or  the
 board  of estimate as the case may be. SUCH NOTICE SHALL ALSO INCLUDE: A
 DESCRIPTION OF THE PROPERTY AT ISSUE; THE VALUE OF THE PROPOSED  CONSID-
 ERATION TO BE RECEIVED FROM THE SALE OR LEASE; THE ESTIMATED FAIR MARKET
 VALUE  OF  THE ASSET; AND A STATEMENT OF THE INTENDED USE OR DISPOSITION
 OF THE PROPERTY BY THE LOCAL DEVELOPMENT CORPORATION.
   § 7. Paragraph (i) of section 1411 of the  not-for-profit  corporation
 law is amended to read as follows:
   (i)  CONTRACTS  BETWEEN  A MUNICIPAL CORPORATION, PUBLIC AUTHORITY, OR
 DISTRICT AND A LOCAL DEVELOPMENT CORPORATION.
   ANY CONTRACT OR OTHER AGREEMENT BETWEEN  A  LOCAL  DEVELOPMENT  CORPO-
 RATION  AND A MUNICIPAL CORPORATION, STATE AUTHORITY OR LOCAL AUTHORITY,
 OR DISTRICT FOR ONE OR MORE OF THE PURPOSES ENUMERATED IN PARAGRAPH  (A)
 A. 173                              3
 
 OF THIS SECTION SHALL: (1) CAUSE THE LOCAL DEVELOPMENT CORPORATION TO BE
 DEFINED  AS A LOCAL AUTHORITY PURSUANT TO SUBDIVISION TWO OF SECTION TWO
 OF THE PUBLIC AUTHORITIES LAW; (2)  PROVIDE  FOR  THE  MUNICIPAL  CORPO-
 RATION,  STATE AUTHORITY OR LOCAL AUTHORITY, OR DISTRICT TO RECEIVE FAIR
 AND ADEQUATE CONSIDERATION; (3) BE SUBJECT TO THE REQUIREMENTS OF  ARTI-
 CLE  FIVE-A  OF  THE  GENERAL  MUNICIPAL LAW; AND (4) HAVE A TERM NOT TO
 EXCEED TWENTY-FIVE YEARS, SUBJECT TO ONE OR MORE SUBSEQUENT RENEWALS FOR
 A TERM NOT TO EXCEED TWENTY-FIVE YEARS EACH UPON THE MUTUAL  CONSENT  OF
 THE  PARTIES;  PROVIDED  HOWEVER THAT A CONTRACT WITH A MUNICIPAL CORPO-
 RATION SHALL NOT BE USED TO FINANCE THE  MUNICIPAL  CORPORATION'S  OPER-
 ATIONS OR TO ACQUIRE OR IMPROVE AN ASSET FOR USE OF THE MUNICIPAL CORPO-
 RATION.
   (J)  Effect of section.
   Corporations  incorporated  or reincorporated under this section shall
 be organized and operated exclusively for  the  purposes  set  forth  in
 paragraph  (a)  OF  THIS  SECTION, shall have, in addition to the powers
 otherwise conferred by law, the powers conferred  by  paragraph  (c)  OF
 THIS SECTION and shall be subject to all the restrictions [and], limita-
 tions  AND  OBLIGATIONS imposed by [paragraph] PARAGRAPHS (e) [and para-
 graph], (g) AND (I) OF THIS SECTION.   In so far as  the  provisions  of
 this  section  are  inconsistent  with  the provisions of any other law,
 general or special, the provisions of this section shall be  controlling
 as to corporations incorporated or reincorporated hereunder.
   §  8. Subdivisions 1 and 2 of section 2 of the public authorities law,
 subdivision 1 as added by chapter 766 of the laws of 2005  and  subdivi-
 sion  2  as  amended  by chapter 257 of the laws of 2011, are amended to
 read as follows:
   1. "state authority" shall mean (A) a public authority or public bene-
 fit corporation created by or existing under this chapter or  any  other
 law  of the state of New York, with one or more of its members appointed
 by the governor or who serve as members by virtue  of  holding  a  civil
 office of the state, other than an interstate or international authority
 or  public  benefit  corporation,  including subsidiaries of such public
 authority or public  benefit  corporation;  OR  (B)  CERTAIN  MEMBERSHIP
 CORPORATIONS  AS DEFINED IN PARAGRAPH (D) OF SUBDIVISION FIVE OF SECTION
 FIFTY-THREE-A OF THE STATE FINANCE LAW.
   2. "local authority" shall mean (a) a public authority or public bene-
 fit corporation created by or existing under this chapter or  any  other
 law of the state of New York whose members do not hold a civil office of
 the  state,  are  not  appointed by the governor or are appointed by the
 governor specifically upon the recommendation of the local government or
 governments; (b) a not-for-profit corporation, OTHER THAN A FIRE  CORPO-
 RATION, A PUBLIC GROUP SELF-INSURER REGULATED UNDER THE WORKERS' COMPEN-
 SATION  LAW,  STATEWIDE  ASSOCIATION OF LOCAL GOVERNMENTS OR LOCAL OFFI-
 CIALS, OR BUSINESS IMPROVEMENT DISTRICT, affiliated with, sponsored  by,
 or  created  by  a county, city, town or village government; (c) a local
 industrial developmental agency or authority or other local public bene-
 fit corporation; (d) an affiliate of such local authority;  [or]  (e)  a
 land  bank  corporation  created pursuant to article sixteen of the not-
 for-profit corporation law; OR (F) A NOT-FOR-PROFIT  CORPORATION,  OTHER
 THAN A FIRE CORPORATION, A PUBLIC GROUP SELF-INSURER REGULATED UNDER THE
 WORKERS'  COMPENSATION LAW OR STATEWIDE ASSOCIATION OF LOCAL GOVERNMENTS
 OR LOCAL OFFICIALS, OR  BUSINESS  IMPROVEMENT  DISTRICT,  THAT  (I)  HAS
 ISSUED  OR  HAS  THE AUTHORITY TO ISSUE TAX EXEMPT DEBT OR (II) PROVIDES
 STATE OR MUNICIPAL TAX EXEMPTIONS THROUGH ITS PARTICIPATION IN A PROJECT
 UNDERTAKEN IN FURTHERANCE OF ITS PURPOSES.
 A. 173                              4
 
   FOR THE PURPOSES OF PARAGRAPH (B) OF THE  OPENING  PARAGRAPH  OF  THIS
 SUBDIVISION,  "AFFILIATED  WITH,  SPONSORED  BY, OR CREATED BY A COUNTY,
 CITY, TOWN OR VILLAGE GOVERNMENT" SHALL ALSO INCLUDE, BUT NOT BE LIMITED
 TO, ENTITIES:  (A) WHERE ONE OR MORE INDIVIDUALS WHO SERVE  AS  OFFICERS
 OR  EMPLOYEES  OF  ANY COUNTY, CITY, TOWN, VILLAGE:  (I) SELECT EITHER A
 MAJORITY OF THE NOT-FOR-PROFIT CORPORATION'S BOARD OF DIRECTORS  OR  THE
 NOT-FOR-PROFIT  CORPORATION'S CHIEF EXECUTIVE OFFICER; (II) CONSTITUTE A
 MAJORITY OF THE VOTING STRENGTH THAT SELECTS EITHER A  MAJORITY  OF  THE
 NOT-FOR-PROFIT  CORPORATION'S  BOARD  OF  DIRECTORS OR THE CORPORATION'S
 CHIEF EXECUTIVE OFFICER; OR (III) SERVE AS: (1) A MAJORITY OF  THE  NOT-
 FOR-PROFIT  CORPORATION'S  BOARD  OF DIRECTORS; OR (2) IN THEIR OFFICIAL
 CAPACITY, THE NOT-FOR-PROFIT CORPORATION'S CHIEF EXECUTIVE  OFFICER;  OR
 (B)  WHICH  PAY  STAFF  OF A STATE OR LOCAL GOVERNMENT OR STATE OR LOCAL
 AUTHORITY TO PROVIDE ADMINISTRATIVE OR OPERATIONAL SUPPORT.
   § 9. Section 2829 of the public authorities law, as added by section 1
 of subpart B of part SS of chapter 58 of the laws of 2024, is amended to
 read as follows:
   § 2829. State and local authorities subject to the open  meetings  and
 freedom  of  information  laws. All state and local authorities, as such
 terms are defined in section two of this chapter, as well as all subsid-
 iaries AND AFFILIATES of such state and local authorities, as such terms
 are defined in section two of this chapter,  shall  be  subject  to  the
 provisions of articles six and seven of the public officers law relating
 to  the  freedom of information and open meetings laws respectively. All
 state and local authorities, as well as all subsidiaries AND  AFFILIATES
 of  such  state and local authorities, shall, to the extent practicable,
 stream all open meetings and public hearings on their website  in  real-
 time,  post video recordings of all open meetings and public hearings on
 their website within five business days of the meeting  or  hearing  and
 maintain such recordings for a period of not less than five years.
   §  10.  This act shall take effect on the thirtieth day after it shall
 have become a law; provided, however, that the  provisions  of  subpara-
 graph  2  of paragraph (d) and paragraph (i) of section 1411 of the not-
 for-profit corporation law, as amended by sections  five  and  seven  of
 this  act  shall  not  apply  retroactively  to  contracts or agreements
 between a local development corporation  and  a  municipal  corporation,
 state  or  local authority, or district entered into prior to the effec-
 tive date of this act.