N.Y. Racing, Pari-Mutuel Wagering and Breeding Law § 611: Issuance of bonds and notes by corporation

§ 611. Issuance of bonds and notes by corporation. 1. 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 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 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.

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

resolutions of the board, 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 and limiting or abrogating the

right of the holders of the bonds or notes to appoint a trustee under

section six hundred sixteen of this chapter;

i. defining the acts or omissions to act that 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 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.