2012 New York Consolidated Laws
BSC - Business Corporation
Article 15 - (1501 - 1516) PROFESSIONAL SERVICE CORPORATIONS
1507 - Issuance of shares.

 
  § 1507. Issuance of shares.
    (a)  A  professional  service  corporation  may  issue  shares only to
  individuals who are authorized by  law  to  practice  in  this  state  a
  profession  which such corporation is authorized to practice and who are
  or have been  engaged  in  the  practice  of  such  profession  in  such
  corporation  or a predecessor entity, or who will engage in the practice
  of such profession in such corporation within thirty days  of  the  date
  such  shares  are  issued.  No  shareholder  of  a  professional service
  corporation shall enter into a voting trust  agreement,  proxy,  or  any
  other  type  agreement  vesting  in  another  person, other than another
  shareholder of the same corporation or a person who would be eligible to
  become a shareholder if employed by the corporation,  the  authority  to
  exercise  voting  power  of any or all of his shares. All shares issued,
  agreements made, or proxies granted in violation of this  section  shall
  be void.
    (b)  A  design  professional  service  corporation may issue shares to
  individuals who are authorized by  law  to  practice  in  this  state  a
  profession  which such corporation is authorized to practice and who are
  or have been  engaged  in  the  practice  of  such  profession  in  such
  corporation  or a predecessor entity, or who will engage in the practice
  of such profession in such corporation within thirty days  of  the  date
  such  shares  are  issued. A design professional service corporation may
  also  issue  shares  to  employee  stock  ownership  plans  (ESOPs)  and
  employees  of  the  corporation  not  licensed  as design professionals,
  provided that:
    (i) greater than seventy-five percent of  the  outstanding  shares  of
  stock of the corporation are owned by design professionals,
    (ii)  an ESOP, either in part or in its entirety, shall not constitute
  part  of  the  greater  than  seventy-five  percent  owned   by   design
  professionals,
    (iii)  greater  than  seventy-five percent of the directors are design
  professionals,
    (iv) greater than seventy-five percent  of  the  officers  are  design
  professionals,
    (v)  the  president, the chairperson of the board of directors and the
  chief executive officer or officers are design professionals, and
    (vi) the single largest shareholder is either a design professional or
  an ESOP with greater than seventy-five  percent  of  the  plan's  voting
  trustees  being  design  professionals  and  greater  than  seventy-five
  percent of the plan's committee members being design professionals.
    No shareholder of a  design  professional  service  corporation  shall
  enter  into  a  voting  trust  agreement,  proxy  or  any  other type of
  agreement vesting in another person, other than another  shareholder  of
  the  same  corporation, the authority to exercise voting power of any or
  all of his or her shares. All shares issued, agreements made or  proxies
  granted in violation of this section shall be void.