N.Y. Racing, Pari-Mutuel Wagering and Breeding Law § 508: Issuance of bonds and notes by a corporation

§ 508. Issuance of bonds and notes by a corporation. 1. Each

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 the acquisition,

construction, maintenance and repair of personal and real property, 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 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.

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

resolutions of the board of directors and shall mature as such

resolution or resolutions may provide. 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;

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 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 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 five hundred twelve of this

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

or notes to appoint a trustee under such section of 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; provided, however, that

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

of the state and the other provisions of this article; and

j. Any other matters of like or different character that 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 power 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 bonds or

notes become subject to redemption plus accrued interest to such date.

All bonds or notes so purchased shall be cancelled.