§ 353. Companies; how created. Notwithstanding the provisions of any
other law or requirement to the contrary, companies shall be
incorporated and organized pursuant to the not-for-profit corporation
law and this article.

In addition to those matters required to be set forth in the
certificate of incorporation by the not-for-profit corporation law, the
certificate shall state:

1. That, among the purposes for which it is formed, the company is to
plan, construct, acquire, alter, reconstruct, rehabilitate, improve,
own, maintain and operate one or more projects pursuant to this article.

2. The number of directors, which shall be not less than three nor
more than fifteen. Directors shall be elected by the members of the
company. One additional director may be designated by the commissioner.
In the absence of fraud or bad faith the director appointed by the
commissioner shall not be personally liable for the debts, obligations
or liabilities of the company.

3. That the real property of the company shall not be sold,
transferred, encumbered or assigned except as permitted by the
provisions of this article.

4. That the company has been organized exclusively to serve a public
purpose and that it shall be and remain subject to the supervision and
control of the department pursuant to the provisions of this article and
all applicable laws and regulations.

5. That all income and earnings of the company shall be used
exclusively for its corporate purposes.

6. That no part of the net income or net earnings of the company shall
inure to the benefit or profit of any private individual, firm or
corporation.