N.Y. Arts and Cultural Affairs Law § 20.17: Bonds and notes of a trust

§ 20.17. Bonds and notes of a trust. 1. A trust shall have the power

and is hereby authorized to issue from time to time its bonds and notes

in such principal amounts as the trust shall determine to be necessary

for achieving any of its corporate purposes, including: (a) the payment

of all or any part of the cost of developing cultural facilities or the

institutional portion of combined-use facilities; (b) developing

facilities for not-for-profit cultural organizations; (c) the making of

loans pursuant to this article to not-for-profit cultural organizations

and to participating cultural institutions; (d) the payment of interest

on bonds and notes of the trust; (e) the establishment of reserves to

secure such bonds and notes of the trust; (f) the payment of expenses

incurred in connection with the issuance of the bonds and notes of the

trust; and (g) during the period of development of a combined-use

facility or a cultural facility or other facility authorized by this

article, the payment of other expenses but, except in the case of a

trust created prior to the effective date of this section, such expenses

shall not include operating expenses of the participating cultural

institution. All bonds or notes and the interest coupons applicable

thereto whether or not in negotiable form are hereby made and shall be

construed to be negotiable instruments and investment securities under

article eight of the uniform commercial code.

2. A trust shall have the power to issue from time to time (a) notes

to renew notes, (b) bonds to pay notes, including the interest thereon

and redemption premium, if any, (c) bonds to refund any bonds of the

trust then outstanding, including the payment of any redemption premium

thereon and any interest accrued or to accrue to the earliest or

subsequent date of redemption, purchase or maturity of such bonds. The

refunding bonds may be exchanged for the bonds to be refunded or sold

and the proceeds applied to the purchase, redemption or payment of such

bonds, and pending such purchase, redemption or payment, such proceeds

may be invested and reinvested in obligations of or guaranteed by the

United States, the state, or any political subdivision of the state, or

any agency or instrumentality of any of them, secured in such manner as

the trust shall determine, maturing at such time or times as shall be

appropriate to assure the prompt payment, as to the principal, interest

and redemption premium, if any, on the outstanding bonds to be refunded.

A trust shall have power out of any funds available therefor to purchase

(as distinguished from the power of redemption herein provided) any

bonds or notes of the trust, and all bonds so purchased shall be

cancelled.

3. With respect to notes or bonds issued or renewed on and after the

effective date of this title, no note or renewal thereof shall mature

more than five years from and after the date of the original issue of

such note, and no bond or bond issued to refund such bond shall mature

more than thirty years from and after the date of the original issue of

such bond, provided, however, no bond issued to refund bonds issued

prior to the effective date of this section shall mature more than fifty

years from and after the date of the original issue of any such bond.

Notwithstanding the foregoing, notes issued by a trust for the purpose

of repaying advances from a participating cultural institution which

uses or occupies the institutional portion of a combined-use facility

the cost of development of which was paid with the proceeds of bonds of

the trust which were issued prior to September first, nineteen hundred

ninety-one, shall mature no later than seven years from and after the

date of original issue of such note, and bonds issued by a trust for

such purpose, including bonds issued to refund such notes, shall mature

no later than fifty years from and after the date of original issue of

such bonds.

4. The issuance of bonds and notes by a trust shall be authorized by

resolution of the trust without further authorization or approval, which

resolution shall be a part of the contract with the holders of the bonds

or notes thereby authorized. Such resolution may provide that such bonds

and notes may be registered or registrable as to principal and interest

or as to interest alone and that such bonds and notes may be payable at

such place or places, within or without the state, may bear interest at

such rate or rates, may be payable and mature at such time or times, may

be in such form and evidenced in such manner, may be in such

denominations, and may contain such other provisions not inconsistent

with this article, including provisions as to reserve or sinking funds,

payment, redemption or refunding of bonds or notes, security therefor,

events of default, remedies of bondholders or noteholders, appointment

of trustees, as distinguished from members of the board of trustees of a

trust for cultural resources, or fiscal agents, custody, collection,

securing, investment and payment of any money and amendment or

abrogation of such provisions, all as the trust may determine; provided

that such resolution may provide for the manner of determining any or

all of the foregoing provisions for such bonds and notes in lieu of

determining such provisions.

5. Bonds may be issued in one or more series as serial bonds, or as

term bonds, or as a combination thereof. Any signature, manual or

facsimile, of an officer of the trust appearing on bonds or notes or

coupons shall be valid and sufficient for all purposes whether or not

such officer shall then be in office. The trust may also provide for the

authentication of the bonds or notes by a trustee (as distinguished from

a member of the board of trustees of a trust for cultural resources) or

fiscal agent.

6. The bonds or notes of a trust may be sold at such prices at a

public or private sale, in such manner and from time to time, as may be

determined by the trust, and the trust may pay all expenses, premiums

and commissions which it may deem necessary or advantageous in

connection with the issuance and sale thereof. No bonds or notes of a

trust may be sold at a private sale unless such sale and the terms

thereof have been approved in writing by the comptroller of the state

and the chief fiscal officer of the municipality or county in which the

combined-use facility or cultural facility for which such bonds or notes

are issued is located.

7. Neither the trustees, officers or employees of a trust, nor any

participating cultural institution or the members, directors, trustees,

officers or employees of such institution, nor any person executing or

authenticating the bonds or notes of the trust shall be liable on the

bonds or notes or be subject to any personal or other liability or

accountability by reason of the issuance thereof.