§ 12. Subsidiaries: how created. (1) The corporation shall have the
right to exercise and perform its powers and functions through one or
more subsidiary corporations. The corporation by resolution may direct
any of its directors, officers or employees to organize a subsidiary
corporation pursuant to either the business corporation law, the
not-for-profit corporation law or articles two, four or eleven of the
private housing finance law. Such resolution shall prescribe the
purposes for which such subsidiary corporation is to be formed.

Such corporation shall be deemed a subsidiary corporation whenever and
so long as (i) more than half of any voting shares of such subsidiary
are owned or held by the corporation, or (ii) a majority of the
directors, trustees or members of such subsidiary are designees of the
corporation.

(2) The corporation may transfer to any subsidiary corporation any
moneys, real or personal or mixed property or any project in order to
carry out the purposes of this act. Each such subsidiary corporation
shall have all the privileges, immunities, tax exemptions and other
exemptions of the corporation to the extent the same are not
inconsistent with the statute or statutes pursuant to which such
subsidiary was incorporated.

(3) Notwithstanding any provision of this act to the contrary, the
superintendent of financial services and the chairman of the New York
state science and technology foundation shall not serve as a director,
trustee or member of any such subsidiary corporation.

(4) No officer or director of the corporation shall receive any
additional compensation, either direct or indirect, other than
reimbursement for actual and necessary expenses incurred in the
performance of his duties, by reason of his serving as a member,
director, or trustee of any subsidiary corporation.