2013 New York Consolidated Laws
NPC - Not-For-Profit Corporation
Article 14 - (1401 - 1412) SPECIAL NOT-FOR-PROFIT CORPORATIONS
1412 - 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,  the  practice  of
  physical  therapy  or  the practice of optometry, and who are members of
  the faculty of  the  same  accredited  medical  school,  dental  school,
  chiropractic college, college or university with an accredited doctor of
  physical  therapy  program  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,  college  or
  university with an accredited doctor  of  physical  therapy  program  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,

  college or university with an  accredited  doctor  of  physical  therapy
  program  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.