2006 New York Code - University Faculty Practice Corporations

 
  § 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 or the practice  of
  optometry,  and  who  are  members of the faculty of the same accredited
  medical  school,  dental  school,  chiropractic  college  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  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  Type  B
  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  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.