N.Y. New York City health and hospitals corporation act 1016/69 § 12: Issuance of bonds and notes by the corporation

§ 12. Issuance of bonds and notes by the corporation. 1. Subject to

the provisions of section thirteen, the corporation shall have the power

and is hereby authorized, from time to time, to issue negotiable bonds

and notes in such aggregate principal amounts as shall, in the opinion

of the corporation, be necessary together with such other moneys or

funds as may be available to the corporation, to provide funds

sufficient to enable the corporation to carry out its corporate

purposes, including site acquisition, construction, maintenance and

repair of health facilities, the payment of interest on and amortization

of, or payment of such bonds and notes, the establishment of reserves or

sinking funds to secure such bonds and notes, and all other expenditures

of the corporation incident to and necessary or desirable for the

carrying out of its corporate purposes and the exercise of its powers.

Except as may otherwise be expressly provided by the corporation, every

issue of its bonds and notes shall be general obligations of the

corporation payable out of any revenues or moneys of the corporation,

subject only to any agreements with the holders of particular bonds or

notes pledging any particular revenues or moneys. Whether or not the

bonds or notes are of such form and character as to be negotiable

instruments under the provisions of article eight of the uniform

commercial code, the bonds and notes shall be and are hereby made

negotiable instruments within the meaning of and for all the purposes of

article eight of the uniform commercial code, subject only to the

provisions of the bonds or notes for registration.

2. The corporation shall have the power and is hereby authorized, from

time to time, to issue renewal notes, and to refund any bonds by the

issuance of new bonds, whether the bonds to be refunded have or have not

matured, and to issue bonds to pay notes or partly to refund bonds then

outstanding and partly for any of its corporate purposes.

3. The said bonds and notes shall be authorized by resolution or

resolutions of the board, and shall be dated and shall mature as such

resolution or resolutions may provide, except that no note or any

renewal thereof shall mature more than five years after the date of

issue of the original note and no bond shall mature more than forty

years from the date of its issue. Bonds and notes shall bear interest at

such rate or rates, be in such denominations, be in such form, either

coupon or registered, carry such registration privileges, be executed in

such manner, be payable in such medium of payment, at such place or

places, and be subject to such terms of redemption as such resolution or

resolutions may provide. Bonds and notes may be sold by the corporation

at public or private sale at such price or prices as the corporation

shall determine; provided, however, that no such bonds or notes may be

sold at a private sale unless the sale and the terms thereof have been

approved by the comptroller in writing.

4. Any resolution or resolutions authorizing any bonds or notes may

contain provisions, which shall be a part of the contract or contracts

with the holders thereof, as to

(a) pledging all or any part of the moneys or revenues or other assets

of the corporation to secure the payment of such bonds or notes,

including, but not limited to, fees, rentals and charges for the use of

a health facility and the proceeds of any grant in aid of the

corporation received from any public or private source and contracts

authorized by section seven of this act;

(b) the setting aside of reserves or sinking funds and the regulation

or disposition thereof;

(c) limitations on the purposes to which the proceeds of the sale of

any issue of bonds or notes then or thereafter to be issued may be

applied and pledging such proceeds to secure the payment of the bonds or

notes or any issue thereof;

(d) limitations on the issuance of additional bonds or notes; the

terms upon which such additional bonds or notes may be issued and

secured; the refunding of outstanding or other bonds or notes;

(e) the procedures, if any, by which the terms of any contract with

the holders of bonds or notes may be extended or abrogated, the amount

of bonds or notes the holders of which must consent thereto and the

manner in which such consent may be given;

(f) the creation of special funds into which any moneys or revenues of

the corporation may be deposited;

(g) limitations on the amounts that the corporation may expend for

administrative or other expenses thereof;

(h) vesting in a trustee or trustees such properties, rights, powers

and duties in trust as the corporation may determine which may include

any or all of the rights, powers and duties of the trustees appointed by

the holders of the bonds or notes pursuant to section seventeen of this

act and limiting or abrogating the right of the holders of the bonds or

notes to appoint a trustee under such section or limiting the rights,

duties and powers of such trustee;

(i) defining the acts or omissions to act which shall constitute a

default in the obligations and duties of the corporation to the holders

of the bonds or notes and providing for the rights and remedies of the

holders of the bonds or notes in the event of such default, including as

a matter of right the appointment of a receiver; providing, however,

that such rights and remedies shall not be inconsistent with the general

laws of the state and the other provisions of this act;

(j) any other matters, of like or different character, which in any

way affect the security or protection of the holders of the bonds or

notes.

5. Any pledge of revenues, moneys or property made by the corporation

shall be valid and binding from the time when the pledge is made; the

revenues, moneys or property so pledged and thereafter received by the

corporation shall immediately be subject to the lien of such pledge

without any physical delivery thereof or further act, and the lien of

any such pledge shall be valid and binding as against all parties having

claims of any kind in tort, contract or otherwise against the

corporation irrespective of whether such parties have notice thereof.

Neither the resolution or resolutions nor any other instrument by which

a pledge is created need be recorded.

6. Neither the directors of the corporation nor any other person

executing such bonds or notes shall be subject to any personal liability

or accountability by reason of the issuance thereof.

7. The corporation, subject to such agreements with the holders of

bonds or notes as may then exist, shall have the powers out of any funds

available therefor to purchase any bonds or notes issued by it at a

price not exceeding the redemption price thereof which price shall be

(a) if the bonds or notes are then redeemable, the redemption price

then applicable plus accrued interest to the next interest payment date

thereon, or

(b) if the bonds or notes are not then redeemable, the redemption

price applicable on the first date after such purchase upon which the

bonds or notes become subject to redemption plus accrued interest to

such date. All bonds or notes so purchased shall be cancelled.