§ 1412. University faculty practice corporations.

(a) Organization. Notwithstanding any other provision of law, one or
more individuals who are duly authorized by law to render the same
professional service, which shall be the practice of medicine, the
practice of dentistry, the practice of chiropractics, the practice of
physical therapy or the practice of optometry, and who are members of
the faculty of the same accredited medical school, dental school,
chiropractic college, college or university with an accredited doctor of
physical therapy program or optometry college, as applicable, in the
state of New York may organize, or cause to be organized, a university
faculty practice corporation under this article (1) for the purpose of
supporting the educational mission of such school by providing clinical
instruction and supervision of students of such school, interns and
residents and, incident thereto, rendering professional services and (2)
which shall be operated in compliance with (A) section 501(c)(3) of the
United States internal revenue code and (B) the faculty practice plan
with which members of the faculty of such school are required to comply,
as amended from time to time.

(b) Definition. "University faculty practice corporation" means a
corporation organized or reincorporated under this section.

(c) Certificate of incorporation. The certificate of incorporation of
a university faculty practice corporation shall meet the requirements of
this chapter and shall have attached thereto a certificate or
certificates issued by the licensing authority certifying that each of
the proposed members, if any, directors and officers is authorized by
law to practice the profession which the corporation is being organized
to practice. The certificate shall also state (1) the name of the
medical school, dental school, chiropractic college, college or
university with an accredited doctor of physical therapy program or
optometry college, as applicable, in the state of New York of which the
proposed members, if any, directors and officers are faculty and (2)
that such corporation shall operate in compliance with (A) section
501(c)(3) of the United States internal revenue code and (B) the faculty
practice plan with which members of the faculty of such school are
required to comply, as amended from time to time.

(d) Type. A university faculty practice corporation is a charitable
corporation under this chapter.

(e) Applicability of laws; members, directors and officers. This
chapter shall be applicable to a university faculty practice corporation
except to the extent that the provisions thereof conflict with this
section. A university faculty practice corporation may consolidate or
merge only with another university faculty practice corporation. The
following provisions of article fifteen of the business corporation law
shall be applicable to a university faculty practice corporation except
that each reference in such provisions to a "shareholder" shall be
deemed to be a reference to a "member" and each reference in such
provisions to "shareholders" shall be deemed a reference to "members":
paragraphs (a), (b), (c) and (e) of section fifteen hundred one;
paragraphs (b), (c) and (d) of section fifteen hundred three; paragraphs
(a), (c) and (g) of section fifteen hundred four; section fifteen
hundred five; section fifteen hundred nine except to the extent such
section refers to section fifteen hundred ten; paragraph (a) of section
fifteen hundred twelve; section fifteen hundred fourteen; and section
fifteen hundred fifteen. No individual may be a member, director or
officer of a university faculty practice corporation unless such
individual is authorized by law to practice in this state the profession
which such corporation is authorized to practice and is a member of the
faculty of the medical school, dental school, chiropractic college,
college or university with an accredited doctor of physical therapy
program or optometry college which such corporation is organized to
support.

(f) Corporations heretofore incorporated. Any corporation heretofore
incorporated under article fifteen of the business corporation law and
operated in compliance with the requirements of section 501(c)(3) of the
United States internal revenue code may amend its certificate of
incorporation and be reincorporated as a university faculty practice
corporation organized under this section by making and filing in the
office of the secretary of state a certificate entitled "Certificate of
Reincorporation of...(name of incorporation) under section 1412 of the
Not-for-Profit Corporation Law." (1) Such reincorporation certificate
shall contain the provisions required, and any other provisions
permitted, by section 402 of this chapter and shall also set forth (A) a
statement that such corporation is filing such reincorporation
certificate under this section, (B) if the name of such corporation has
been changed, the name under which such corporation was originally
incorporated, (C) the date of incorporation of such corporation, (D) the
names and post-office addresses of the holders of record of all of the
outstanding shares of such corporation entitled to vote, (E) a statement
that such corporation has elected to become and be a university faculty
practice corporation organized and operated under by virtue of this
section and (F) the statements required by paragraph (c) of this
section. (2) Such reincorporation certificate shall be either (A)
subscribed in person or by proxy by all of the holders of record of all
of the outstanding shares of such corporation entitled to vote and shall
have annexed an affidavit of the secretary or an assistant secretary
that the persons who have executed the certificate, in person or by
proxy, constitute all of the holders of record of all of the outstanding
shares of the corporation entitled to vote or (B) subscribed by the
president or a vice president and the secretary or an assistant
secretary and shall have annexed an affidavit of such officers stating
that they have been authorized to execute and file such reincorporation
certificate by the votes, cast in person or by proxy, of all of the
holders of record of all of the outstanding shares of such corporation
entitled to vote at the meeting at which such votes were cast, and that
such votes were cast at a meeting of shareholders held on a date
specified, upon notice pursuant to section six hundred five of the
business corporation law. (3) A reincorporation pursuant to this
paragraph shall not effect a dissolution of such corporation, but shall
be deemed a continuation of its corporate existence, without affecting
its then-existing property rights or liabilities, or the liabilities of
its shareholders, directors or officers as such, but thereafter it shall
have only such rights, powers and privileges, and it and such
shareholders, directors and officers shall be subject only to such other
duties and liabilities, as a university faculty practice corporation and
members, directors and officers thereof. (4) Upon the filing of a
reincorporation certificate in the office of the secretary of state, (A)
any issued and outstanding shares of such corporation shall be purchased
by such corporation at a purchase price equal to the price for which
such shares were originally issued, or such other price as such
corporation shall agree to, such price to be paid out of the surplus of
the corporation, whereupon such shares shall be deemed cancelled as of
the date of such filing and (B) such reincorporation certificate shall
be deemed to replace the certificate of incorporation of such
corporation. The department of state shall not file such certificate of
reincorporation unless the consent of the commissioner of taxation and
finance is attached thereto. Such certificate of consent shall only be
given if the commissioner of taxation and finance ascertains that all
taxes imposed under article nine-A of the tax law, as well as penalties
and interest charges related thereto, accrued against the corporation
have been paid.

(g) Effect of section. University faculty practice corporations
incorporated or reincorporated under this section shall be organized and
operated exclusively for the purposes set forth in paragraph (a) of this
section and shall be subject to the restrictions and limitations imposed
by or pursuant to paragraphs (a) and (e) of this section.
Notwithstanding anything to the contrary in article twenty-eight of the
public health law or the regulations adopted pursuant thereto, no
corporation organized under this section shall be deemed to be
establishing or operating a hospital, diagnostic center and/or treatment
center requiring establishment or construction approval solely by reason
of being organized as a not-for-profit corporation. Insofar 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 the corporations incorporated or reincorporated
hereunder.