Notwithstanding the provisions of any other law or requirement to the contrary, companies
shall be incorporated and organized pursuant to the not-for-profit corporation law
and this article.
In addition to those matters required to be set forth in the certificate of incorporation
by the not-for-profit corporation law, the certificate shall state:
1. That, among the purposes for which it is formed, the company is to plan, construct,
acquire, alter, reconstruct, rehabilitate, improve, own, maintain and operate one
or more projects pursuant to this article.
2. The number of directors, which shall be not less than three nor more than fifteen. Directors shall be elected by the members of the company. One additional director may be designated by the commissioner. In the absence of fraud or bad faith the director appointed by the commissioner
shall not be personally liable for the debts, obligations or liabilities of the company.
3. That the real property of the company shall not be sold, transferred, encumbered
or assigned except as permitted by the provisions of this article.
4. That the company has been organized exclusively to serve a public purpose and that
it shall be and remain subject to the supervision and control of the department pursuant
to the provisions of this article and all applicable laws and regulations.
5. That all income and earnings of the company shall be used exclusively for its corporate
6. That no part of the net income or net earnings of the company shall inure to the
benefit or profit of any private individual, firm or corporation.
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