§ 13. Limited-profit housing companies; how created. A company may be\ncreated by three or more persons, approved by the commissioner, by\nmaking, subscribing, acknowledging and filing with the secretary of\nstate a certificate which shall be entitled and endorsed "Certificate of\nIncorporation of (name of company) pursuant to the Limited-Profit\nHousing Companies Law"; provided that if the company is to be organized\nto undertake a municipally-aided project the commissioner shall not\napprove such persons unless they shall have been first approved by the\nsupervising agency; provided further that no company shall be created to\nprovide aged care accommodations or accommodations for handicapped\npersons under this article, except under this article and the\nnot-for-profit corporation law. The certificate shall state:\n 1. The name of the proposed company.\n 2. The purposes for which it is to be formed which shall include among\nother things a provision that the company is to plan, acquire,\nconstruct, own, maintain, and operate projects pursuant to the terms and\nprovisions of this article.\n 3. Except in the case of a not-for-profit corporation, the amount of\nthe capital shares, and if any be preferred shares, the preference\nthereof.\n 4. Except in the case of a not-for-profit corporation, the number of\nshares of which capital shall consist, all of which shall have a par\nvalue.\n 5. The municipality, as well as the county within this state, in which\nits principal business office is to be located, and the address to which\nthe secretary of state shall mail a copy of process in any action or\nproceeding against the corporation which may be served upon him.\n 6. Its duration, which shall be: (a) not less than the period for\nwhich the loans contracted for under this article and the interest\nthereon remain unpaid in whole or in part; and (b) not less than the\nperiod for which tax exemption is granted pursuant to section\nthirty-three of this article; and (c) in any event not less than\nthirty-five years from the date of occupancy of any project, except as\nmay be provided in sections thirty-five and thirty-six of this article.\n 7. The number of directors, which shall not be less than three nor\nmore than twenty-one, and who shall be elected by the stockholders or\nmembers of the corporation. Unless required by the certificate of\nincorporation or the by-laws, directors need not be stockholders.\nDirectors appointed by the commissioner pursuant to subdivision fifteen\nof this section or by the supervising agency pursuant to paragraph (c)\nof subdivision sixteen of this section need not be stockholders or meet\nother qualifications which may be prescribed by the certificate of\nincorporation or the by-laws. In a corporation undertaking a state-aided\nproject one additional director may be designated by the commissioner,\nand, in the case of all state-aided mutual companies, such additional\ndirector shall be designated by the commissioner at the creation of the\ncompany and shall serve from the time of such designation at least until\na board of directors has been elected by the tenants entitled to\noccupancy in the project by reason of ownership of shares in such\ncompany. In a corporation undertaking a municipally-aided project one\nadditional director may be designated by the supervising agency, and, in\nthe case of all municipally-aided mutual companies, such additional\ndirector shall be designated by the supervising agency at the creation\nof the company and shall serve from the time of such designation at\nleast until a board of directors has been elected by the tenants\nentitled to occupancy in the project by reason of ownership of shares in\nsuch company. The director appointed by the commissioner or the\nsupervising agency need not be a stockholder or meet other\nqualifications which may be prescribed by the certificate of\nincorporation or the by-laws. In the absence of fraud or bad faith the\ndirector app
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