Section 103. Redevelopment companies; how created

1.  A redevelopment
  company may be created  as  a  corporation  by  three  or  more  persons
  signing, acknowledging and filing a certificate which shall contain:
    (1) The name of the proposed redevelopment company.
    (2)  The  purposes  for  which  it  is  to be formed which shall be as
  follows:  To acquire one or more areas under a plan  or  plans,  and  to
  construct,  own, maintain, operate, sell and convey projects pursuant to
  the terms and provisions of this article.
    (3) The amount of the capital shares, and if any be preferred  shares,
  the preference thereof.
    (4)  The  number  of shares of which the capital shall consist, all of
  which shall have a par value.
    (5) The city, village or town in which its principal  business  office
  is  to  be  located;  if  located  in  the city of New York, the borough
  thereof in which it is to be located.
    (6) Its duration, which shall not be less than twenty years.
    (7) The number of directors, which shall not be less  than  three  and
  who  need not be shareholders. One additional director may be designated
  by the supervising agency, and, in the case  of  all  mutual  companies,
  such  additional  director shall be designated by the supervising agency
  at the creation of the company and shall serve from  the  time  of  such
  designation  at least until a board of directors has been elected by the
  tenants entitled to occupancy in the project by reason of  ownership  of
  shares  in  such  company.  The  directors  appointed by the supervising
  agency need not  meet  any  of  the  qualifications  prescribed  in  the
  certificate of incorporation or the by-laws, and in the absence of fraud
  or  bad  faith shall not be personally liable for the debts, obligations
  or liabilities of the corporation.
    (8) The names and post-office addresses of the directors for the first
  year.
    (9) The names and post-office addresses  of  the  subscribers  to  the
  certificate and a statement of the number of shares which each agrees to
  take in the redevelopment company.
    (10) A provision that, so long as this article shall remain applicable
  to  any  project  of the redevelopment company, the real property of the
  redevelopment company shall not be sold, transferred or assigned  except
  as permitted by the terms and provisions of this article.
    (11)  A declaration that all of the subscribers to the certificate are
  of full age; that at least two-thirds of them are citizens of the United
  States and that at least one of them is a resident of the state  of  New
  York;  that at least one of the persons named as a director is a citizen
  of the United States and a resident of the state of New York.
    (12) A declaration that the redevelopment company has  been  organized
  to serve a public purpose and that it shall be and remain subject to the
  supervision  and control of the supervising agency except as provided in
  this article, so long as this article remains applicable to any  project
  of  the  redevelopment  company;  that  all  real  and personal property
  acquired by it and all structures erected by it, shall be deemed  to  be
  acquired or created for the promotion of the purposes of this article.
    (13)  A declaration that, upon the dissolution of the company pursuant
  to  the  provisions  of  subdivision  one   of   section   one   hundred
  twenty-three,  the  property  may be conveyed in fee as provided in said
  subdivision.
    (14)  A  declaration  that  mortgage  indebtedness,  income  debenture
  certificates and capital of the redevelopment company may be retired if,
  as  and when there shall be funds available for amortization purposes in
  the treasury of the redevelopment company.

    (15) A declaration that in the event of a violation by a company of  a
  provision  of  its  certificate  or  of law or any rules and regulations
  promulgated pursuant to the provisions of this article, the  supervising
  agency  may,  by written notice, as provided by this article, advise the
  directors,  partners  or trustees, as the case may be, of the company of
  its desire to remove any or all of the existing directors or to  appoint
  a  manager or managers of the partnership or trust who shall exclusively
  exercise all of the powers of such partners or trustees, as the case may
  be, for the duration of the appointment of such manager or managers.  In
  the  event that the company fails to comply with the requirements of the
  supervising agency within thirty days  from  date  of  mailing  of  said
  written notice, the supervising agency may, with the written approval of
  any  mortgagee  and  without  further  notice  to  the company or to its
  directors, partners or  trustees,  as  the  case  may  be,  remove  such
  directors  in the case of a redevelopment company which is a corporation
  or any of them from office and appoint such person  or  persons  as  the
  supervising  agency,  in its sole discretion, deems advisable, including
  officers or employees of the supervising agency,  as  new  directors  to
  serve in the places of those removed or appoint such manager or managers
  in  the  case of a redevelopment company which is a partnersnip or trust
  who shall exclusively exercise all of the powers  of  such  partners  or
  trustees,  as  the  case may be. Directors or managers so appointed need
  not meet qualifications which may  be  prescribed  by  the  certificate,
  by-laws,  partnership  or trust agreement, or other rules or regulations
  of the company. In the absence of  fraud  or  bad  faith,  directors  or
  managers  so  appointed  shall  not  be  personally  liable  for  debts,
  obligations or liabilities of the  company.  Directors  or  managers  so
  appointed  shall serve only for a period coexistent with the duration of
  such violation or until the supervising agency is assured, in  a  manner
  satisfactory  to it, against violations of a similar nature. Officers or
  employees of the supervising agency who are appointed as such  directors
  or managers shall serve in such capacity without compensation.
    (16)  A  designation  of  the  secretary  of  state  as  agent  of the
  corporation upon whom process against it may  be  served  and  the  post
  office  address  within  or without this state to which the secretary of
  state shall mail a copy of any process against it served upon him.
    (17) If the corporation is to have a registered agent,  his  name  and
  address  within  this state and a statement that the registered agent is
  to be the agent of the corporation upon whom process against it  may  be
  served.
    2. (1) A redevelopment company may be created as a general partnership
  by  the  partners  signing,  acknowledging  and  filing  as  hereinafter
  provided a certificate which shall contain:
    (a) The matters set out  in  paragraphs  one,  two,  five,  six,  ten,
  twelve,  thirteen,  fourteen  and  fifteen  of  subdivision  one of this
  section.
    (b) The names and post-office addresses of the partners.
    (c) A statement of the capital of the partnership.
    (d) As to all the partners who are individuals, a declaration that (i)
  all such partners are of full age; (ii) all of them if there be no  more
  than  two  and at least two-thirds of them if there be more than two are
  citizens of the United States; and (iii) at  least  one  of  them  is  a
  resident  of  the  state  of  New York; and as to all partners which are
  corporations,  a  declaration  that  each  such  corporation  is  either
  incorporated  under  the  laws  of the state of New York or is a foreign
  corporation duly authorized to do business in the state of New York.
    (2) A redevelopment company may be created as a limited partnership by
  the partners filing as provided herein a copy of the  certificate  filed

  with  the county clerk pursuant to article eight of the partnership law.
  The partners shall at the same time sign, acknowledge and file a further
  certificate which shall contain the matters set out in  paragraphs  one,
  two,   five,  six,  ten,  twelve,  thirteen,  fourteen  and  fifteen  of
  subdivision one of this section and a  declaration  as  to  all  of  the
  general   partners   which   shall   comply  with  the  requirements  of
  subparagraph (d) of paragraph one of this subdivision.
    2-a. A redevelopment company may be created  as  a  limited  liability
  company  by the members signing, acknowledging and filing as hereinafter
  provided a certificate which shall contain:
    (1) The matters set out  in  paragraphs  one,  two,  five,  six,  ten,
  twelve,  thirteen,  fourteen  and  fifteen  of  subdivision  one of this
  section.
    (2) The names and post-office addresses of the members.
    (3) A statement of the capital of the limited liability company.
    (4) As to all the members who are individuals, a declaration that  (a)
  all  such  members  are of full age; (b) all of them if there be no more
  than two and at least two-thirds of them if there be more than  two  are
  citizens  of  the  United  States;  and  (c)  at  least one of them is a
  resident of the state of New York; and  as  to  all  members  which  are
  corporations,  a  declaration  that  each  such  corporation  is  either
  incorporated under the laws of the state of New York  or  is  a  foreign
  corporation duly authorized to do business in the state of New York.
    3.  A  redevelopment  company may be created as a trust by the settlor
  signing, acknowledging and filing as hereinafter provided a  certificate
  which shall contain:
    (1)  The  matters  set  out  in  paragraphs  one, two, five, six, ten,
  twelve, thirteen, fourteen  and  fifteen  of  subdivision  one  of  this
  section.
    (2) A statement of the capital of the trust.
    (3) The name and post-office address of the trustee or trustees.
    (4) The name and post-office address of any person having a beneficial
  interest, whether vested or contingent, under the trust.
    (5) As to all the trustees who are individuals, a declaration that (i)
  all  such trustees are of full age; (ii) that all of them if there be no
  more than two and at least two-thirds of them if there be more than  two
  are  citizens  of the United States; and (iii) that at least one of them
  is a resident of the state of New York; and as to all trustees which are
  corporations,  a  declaration  that  each  such  corporation  is  either
  incorporated  under  the  laws  of the state of New York or is a foreign
  corporation duly authorized to do business in the state of New York.
    4. A certificate made pursuant to this section shall further contain a
  declaration  that  after  providing  for   all   expenses,   taxes   and
  assessments,  there  shall  be  paid annually out of the earnings of the
  redevelopment company, a sum for interest on  and  amortization  of  any
  mortgage  indebtedness  and  depreciation  charges  if,  when and to the
  extent deemed necessary by the supervising  agency,  plus  interest  not
  exceeding  six  per  centum  on  outstanding  income  debentures  and  a
  distribution  to  the  shareholders,  to  the   partners   or   to   the
  beneficiaries of the trust having interests vested in possession, as the
  case  may  be, not exceeding six per centum of the total of the capital;
  that the obligation in respect of such payments shall be cumulative, and
  any deficiency in interest, amortization, depreciation and  distribution
  in  any  year  shall  be  paid either from any cash surplus derived from
  earnings remaining in the  treasury  of  the  redevelopment  company  in
  excess of the amount necessary to provide such cumulative annual sums or
  from the first available earnings in subsequent years; and that any cash
  surplus   derived  from  earnings  remaining  in  the  treasury  of  the

  redevelopment company in excess of the amount necessary to provide  such
  cumulative  annual sums shall upon the dissolution of, or in the case of
  a redevelopment company which is a trust the termination of, the company
  be paid into the general fund of the municipality.
    5.  A  certificate made pursuant to the provisions of this section may
  provide that in the event that income debenture certificates are  issued
  by  the  redevelopment company, the owners thereof may be given the same
  right to vote as they would have if possessed of  shares  of  equivalent
  par  value  in  the  case  of  a  corporation or if they had contributed
  capital in the case of a partnership, or had a beneficial interest under
  the trust vested in the case of a trust,  of  an  amount  equal  to  the
  amount of the income debenture certificates held by them.
    If  provision  is made for the issue of income debenture certificates,
  interest shall be paid by the redevelopment company on income  debenture
  certificates  only out of net earnings of the redevelopment company that
  would be applicable to payment of distributions if there were no  income
  debentures.