§ 504. Subventions.

(a) The certificate of incorporation may provide that the corporation
shall be authorized by resolution of the board to accept subventions
from members or non-members on terms and conditions not inconsistent
with this chapter, and to issue certificates therefor. Subvention
certificates shall be nontransferable unless such resolution provides
that they shall be transferable, either at will or subject to specified
restrictions.

(b) A subvention shall consist of money or other property, tangible or
intangible, actually received by the corporation or expended for its
benefit or for its formation or reorganization, or a combination
thereof. In the absence of fraud in the transaction, the judgment of the
board as to the value of the consideration received by the corporation
shall be conclusive.

(c) The rights of holders of subvention certificates shall at all
times be subordinate to the rights of creditors of the corporation.

(d) The resolution of the board may provide that holders of subvention
certificates shall be entitled to a fixed or contingent periodic payment
out of the corporate assets equal to a percentage of the original amount
or value of the subvention, but such payment shall not exceed two-thirds
of the maximum interest rate authorized pursuant to section 5-501 of the
general obligations law.

(e) The resolution of the board may provide that a subvention shall be
redeemable, in whole or in part, at the option of the corporation at
such price or prices (not to exceed the original amount or value of the
subvention plus any periodic payments due or accrued thereon), within
such period or periods, and on such terms and conditions, not
inconsistent with this chapter, as are stated in the resolution.

(f) The resolution of the board may provide that holders of all or
some subvention certificates shall have the right to require the
corporation after a specified period of time to redeem such
certificates, in whole or in part, at a price or prices that do not
exceed the original amount or value of the subvention plus any periodic
payments due or accrued thereon, upon an affirmative showing that the
financial condition of the corporation will permit the required payment
to be made without impairment of its operations or injury to its
creditors. The right to require redemption may in addition be
conditioned upon the occurrence of a specified event. For the purpose of
enforcing their rights under this paragraph, holders of subvention
certificates shall be entitled to inspect the books and records of the
corporation.

(g) Holders of subvention certificates, upon dissolution of the
corporation, shall be entitled, after the claims of creditors have been
satisfied, to a repayment of the original amount or value of the
subvention plus any periodic payments due or accrued thereon, unless a
lesser sum is specified in the certificate of incorporation or the
resolution of the board concerning such subvention.