N.Y. Railroad Law § 301: Qualification

§ 301. Qualification. The certificate of incorporation of any

corporation organized for the purpose of acquiring, maintaining, and

operating the facilities of a railroad corporation of the kind described

in section three hundred may provide that such new corporation elects to

qualify as a railroad redevelopment corporation under and pursuant to

the provisions of this article; and any railroad corporation of the kind

described in section three hundred may, by action pursuant to article

eight of the business corporation law, amend its certificate of

incorporation to include therein a like provision. The term "certificate

of incorporation, " when used in this article, shall include any special

law creating a railroad corporation and also the special laws and the

certificates filed pursuant to law amendatory of and supplementary to

such special law.

Upon the acceptance for filing of such certificate of incorporation or

amendment, as the case may be, such corporation shall qualify as and be

a railroad redevelopment corporation hereunder, and shall continue as

such for twelve years thereafter or until the earlier termination of its

qualification pursuant to section three hundred eleven; provided,

however, that the secretary of state shall not accept any such

certificate of incorporation or amendment for filing unless it shall be

accompanied by a certificate of approval of such qualification executed

by the commissioner of transportation and by a certified copy of an

order of the bankruptcy court dismissing the pending proceedings in

which such corporation is a debtor, subject to such terms and conditions

as the court may fix in connection with winding up the proceedings. In

the event another state agency shall be authorized by law to execute a

certificate of approval for any railroad corporation, the certificate of

approval for any such corporation shall also be executed by such agency.