2006 New York Code - Incorporation Of Nonprofit Racing Associations On Or Before June Twenty-fifth, Nineteen Hundred Eighty-three.

 
    §  202.  Incorporation  of  nonprofit racing associations on or before
  June twenty-fifth, nineteen hundred eighty-three.   On  or  before  June
  twenty-fifth,    nineteen    hundred   eighty-three   nonprofit   racing
  associations may be incorporated under this article for the  purpose  of
  conducting races and race meetings at the thoroughbred racing facilities
  located  in  Queens county, Saratoga county or jointly located in Nassau
  and Queens counties  and  known  as  Belmont  Park  racetrack,  Aqueduct
  racetrack  and  Saratoga  thoroughbred  racetrack,  improving the racing
  facilities, increasing the conveniences available to patrons and serving
  the best interest of racing generally and improving the breed of horses.
  Notwithstanding any provision of  law  to  the  contrary,  a  non-profit
  racing  association  incorporated  under  this  article may apply to the
  board for a license to conduct harness racing at any of  its  facilities
  and  the  board may grant such license in accordance with the provisions
  of article three of this chapter.  The certificate of  incorporation  of
  such  nonprofit  racing  association  shall  contain  in addition to the
  statements required by section two hundred one of this chapter:
    1. The provision that no assets of such association shall be  paid  or
  distributed  on  its capital stock by way of dividend or otherwise or be
  used for the purchase or retirement of its capital stock.
    2. The provision that upon termination of  the  existence  or  earlier
  liquidation  of  such  association all of its assets after payment of or
  provision for its liabilities will be assigned, transferred and conveyed
  and distributed by the  governor  then  in  office  in  accordance  with
  applicable provisions of law.
    3.    The  provision that the number of its directors or trustees, who
  shall each be a stockholder having at least five shares of stock,  shall
  be  not less than five nor more than twenty as may be fixed from time to
  time by its by-laws, that at least one-fourth in number of the directors
  or trustees of  such  nonprofit  racing  association  shall  be  elected
  annually  and  that  persons nominated to fill vacancies in the board of
  directors or trustees shall be approved by the state racing and wagering
  board, which approval  shall  not  be  unreasonably  withheld;  and  the
  further  provision  that  upon  request of the state racing and wagering
  board the board of directors or trustees or  the  stockholders  of  such
  association  shall remove or dismiss, after specification of and hearing
  on charges, any  director  or  trustee  or  executive  officer  of  such
  association for inefficiency, neglect of duty, misconduct or malfeasance
  in  office or waste or action considered not to be in the best interests
  of racing generally, and no director or trustee or executive officer  so
  removed  or  dismissed shall have any claim against the state racing and
  wagering board or the board of directors or trustees or the stockholders
  of  such  association  by  reason  of   such   removal   or   dismissal.
  Notwithstanding   any   other   provision   of   law,  nonprofit  racing
  associations, organized pursuant to this  section  shall  have  all  the
  general  powers  of  corporations  created under the laws of this state,
  including the powers and obligations of stock corporations and shall not
  be governed by the not-for-profit  corporation  law  insofar  as  it  is
  derived  from  the  membership  corporation  law.    No  certificate  of
  incorporation under this section wherein the right to conduct running or
  steeplechase race meetings or hunt meetings is claimed, shall  hereafter
  be  filed  without  the  approval of the state racing and wagering board
  indorsed thereon or annexed thereto, stating that, in its  opinion,  the
  purposes  of  this  article  and the public interest will be promoted by
  such incorporation, and that such incorporation will be conducive to the
  interests of legitimate racing; nor shall any certificate  amending  the
  said  certificate  of incorporation in any particular or any certificate
  of merger affecting said corporation be filed without  the  approval  of
  the  state racing and wagering board indorsed thereon or annexed thereto
  stating that, in its opinion, the  purposes  of  this  article  and  the
  public interest will be promoted by such amendment or by such merger and
  that such amendment or such merger will be conducive to the interests of
  legitimate  racing;  provided,  however that the provisions contained in
  subdivisions two and five of this section as  enacted  by  an  amendment
  made  by  section  one  of  a  chapter  of  the laws of nineteen hundred
  eighty-three and as further amended by section one of a chapter  of  the
  laws  of 1997 shall be deemed to be incorporated within and made part of
  the certificate of incorporation of the  non-profit  racing  association
  incorporated  under  section  one-a of chapter four hundred forty of the
  laws of nineteen hundred twenty-six in  effect  on  June  twenty-fourth,
  nineteen  hundred  eighty-three  as  if  each  such  provision  had been
  required by the provisions of such section one-a  as  added  by  chapter
  eight  hundred  twelve of the laws of nineteen hundred fifty-five and no
  amendment to such certificate to incorporate any such provision shall be
  necessary to give effect to any such provision and  that  any  provision
  contained  within  such  certificate  on  June  twenty-fourth,  nineteen
  hundred eighty-three which  is  inconsistent  in  any  manner  with  the
  provisions  contained  within  subdivisions two and five of this section
  shall be null and void and cease to be of effect and shall be superseded
  by the provisions of such subdivisions on the  effective  date  of  this
  section.
    4. The provision that in addition to the elected trustees or directors
  hereinbefore  provided  for, the governor shall appoint eight additional
  members to the board of trustees or directors, as the case may be,  each
  for  terms  of two years, one of such members and his successor shall be
  appointed upon the nomination of the temporary president of  the  senate
  and  one other upon the nomination of the speaker of the assembly and no
  member appointed pursuant to the provisions of  this  subdivision  shall
  receive  any  compensation  for  his  services  but shall be entitled to
  reimbursement from the association for his actual and necessary expenses
  incurred in the performance of his duties.
    5. The provision that if such association is awarded  a  franchise  to
  conduct  races  and  race meetings at the thoroughbred racing facilities
  located in Queens county, Saratoga county or jointly located  in  Nassau
  and  Queens  counties  and  known  as  Belmont  Park racetrack, Aqueduct
  racetrack and Saratoga thoroughbred racetrack,  the  existence  of  such
  association  shall  terminate at any time that such franchise expires or
  at any earlier time that such association dissolves itself in the manner
  provided for and conditioned by applicable provisions of law or  at  any
  time  that  such  association  relinquishes such franchise in the manner
  provided for and conditioned by applicable provisions of law.