§ 17 — Powers

New York § 17

• Jurisdiction: New York
• Law PVH: Private Housing Finance
• Art. 2: Limited-profit Housing Companies

Text

§ 17. Powers. 1. Subject to the limitations of this article, a company\nheretofore or hereafter organized under this chapter shall have the\npowers and be subject to the limitations contained in the business\ncorporation law or the not-for-profit corporation law, as the case may\nbe, and shall have the following additional specific powers:\n (a) To make and execute contracts and other instruments necessary or\nconvenient in the exercise of its powers;\n (b) To acquire or contract to acquire from any person, firm,\ncorporation, municipality, federal or state agency, by grant, purchase,\ncondemnation or otherwise, leaseholds, real, personal or mixed property\nor any interest therein, and to sell, assign, exchange, transfer,\nmortgage or encumber the same;\n (c) To own, hold, clear and improve, leasehold, real, personal or\nmixed property or any interest therein;\n (d) To construct, reconstruct, rehabilitate, improve, alter or repair\nor provide for the construction, reconstruction, improvement, alteration\nor repair of any project;\n (e) To lease or rent any of the housing or other accommodations or any\nof the lands, buildings, structures or facilities embraced in any\nproject and establish and revise the rents or charges therefor; or to\npurchase or lease a project or a part thereof from an authority,\npursuant to the provisions of section fifty-eight or article twelve-b of\nthis chapter.\n (f) To arrange or contract with a municipality for the planning,\nreplanning, opening, grading or closing of streets, roads, roadways,\nalleys or other places or for the furnishing of facilities or for the\nacquisition by a municipality of property or property rights or for the\nfurnishing of property or services in connection with a project;\n (g) To insure or provide for the insurance of its property or\noperations as required by law and also against such other risks as it\nmay deem advisable;\n (h) To limit by contract the exercise of any of its powers;\n (i) To invest any funds held in reserves or sinking funds, or any\nfunds not required for immediate disbursement in property or securities\nin which savings banks may legally invest funds subject to their\ncontrol;\n (j) To sue and be sued;\n (k) To have a seal and alter the same at pleasure;\n (l) To make and from time to time amend and repeal by-laws, rules and\nregulations not inconsistent with the provisions of this article;\n (m) To sell, lease, or otherwise convey all or any part of a project\nto an authority upon such terms and conditions as shall have the prior\napproval of the commissioner or the supervising agency, as the case may\nbe;\n (n) A non-profit company incorporated pursuant to the not-for-profit\ncorporation law and this article for the purpose of providing housing\nand auxiliary facilities for staff members, employees or students of any\ncollege, university, hospital, child care institution and their\nimmediate families; for aged or handicapped persons of low income or for\nany one of the above purposes, may, with the prior written consent of\nthe commissioner or the supervising agency, as the case may be, lease\nits project or any part thereof to any colleges, universities,\nhospitals, child care institutions or not-for-profit corporations. A\nlessee of a project may sublease all or any part of the project to\ninstitutions and not-for-profit corporations which would be an eligible\nsponsor pursuant to the provisions of this chapter and to staff members,\nemployees, and students of any college, university, hospital, child care\ninstitution, and to aged and handicapped persons of low income. Any\nproperty so leased or subleased shall remain subject to the provisions\nof this article and to the rules and regulations of the commissioner, or\nsupervising agency, as the case may be. A lease or sublease of the\nentire project may provide for the assumption by the lessee or sublessee\nof the management and control of the project, and all of the obligations\nthereof, as well as the right to collect all revenues accruing thereto.\nIn any event, the lessee shall pay rental in an amount at least equal to\nthe interest and amortization due upon the mortgage of the property so\nleased.\n (o) To lease to any authority, or to a municipality in connection with\nany federally-aided program to provide dwelling accommodations for\npersons of low income, one or more dwelling units in a project upon such\nterms and conditions as shall have the prior written approval of the\ncommissioner or the supervising agency, as the case may be.\n (p) To lease, with or without an option to purchase, all or any part\nof a project to any person, firm, partnership, trust or corporation,\nsubject to the prior written consent of the commissioner or the\nsupervising agency, as the case may be. Any property so leased shall\nremain subject to the provisions of this article and to the rules and\nregulations of the commissioner or the supervising agency, as the case\nmay be. Such lease may provide for the assumption by the lessee of the\nmanagement and control of the project, as well as the right of the\nlessee to collect all revenues accruing thereto.\n To do all other things necessary or convenient to carry out its\npowers.\n 2. A company shall file with the commissioner or the supervising\nagency, as the case may be, a copy of any by-laws, rules, regulations\nand amendments thereto adopted by it from time to time, which shall\nbecome effective upon approval by the commissioner or by the supervising\nagency; provided, however, that if the commissioner or the supervising\nagency shall fail to approve or disapprove such proposed by-laws within\nthree months after such filing, such by-laws shall become effective upon\nthe expiration of such three month period. These by-laws, rules,\nregulations and amendments shall contain such provisions relating to the\nmanagement of its business, the regulation of its affairs, the calling\nof meetings, the manner of selection of officers and trustees and such\nother provisions as may be reasonable and necessary.\n 3. Notwithstanding the provisions of any law, general or special, a\nmutual company may, with the approval of the commissioner or the\nsupervising agency, as the case may be, require a standard form and\nprocedure for the casting of proxies or absentee ballots in any matter\nrequiring a shareholder vote.\n 4. Notwithstanding the provisions of any law, general or special, a\nboard of directors of a mutual housing company created pursuant to the\nprovisions of this article shall:\n (a) Hold at least four meetings of the board of directors annually.\nSuch meetings shall be open to all shareholders and residents, except\nthat they may include executive sessions open only to directors for the\nsole purpose of discussing confidential personnel issues, legal advice\nand counsel from an attorney to whom the mutual housing company is a\nclient, or confidential issues affecting individual shareholders or\nresidents, or contract negotiation. Any such board of directors meetings\nheld in addition to the minimum number of four as required by this\nsection shall be open to shareholders and residents, and subject to the\naforementioned exception regarding executive sessions.\n (b) Maintain a record of any vote on a resolution of such board,\nincluding specification of how each director voted. Such record shall be\na matter of public record which will be made available as a paper copy\nat the request of a shareholder and will also be posted on a website\nthat is accessible by all shareholders maintained by the board of\ndirectors, provided however, that there may be redactions to the extent\nminutes would reflect the discussions held in executive session.\n (c) Promptly post on a website available to all shareholders and\nmaintained by the board of directors to communicate with shareholders,\n(i) any request by the mutual housing company to the commissioner or the\nsupervising agency, as the case may be, and any final resolution\nregarding such request, when the request relates to a change in\nregulations, a change in its real estate taxation, in a refinancing,\nfinancing being offered by the commissioner, supervising agency, or any\nother agency or, a proposed dissolution and reconstitution, (ii) any\ndeficiency letters issued by the office of the attorney general to the\nmutual housing company regarding an offering plan for dissolution and\nreconstitution of the mutual housing company, any deficiency letters\nissued by the office of the attorney general to the mutual housing\ncompany regarding a proxy statement or any other documents permitted by\nthe attorney general instead of such offering plan, and any of the\nmutual housing company's resubmissions of such offering plan or proxy\nstatement or any other documents permitted by the attorney general\ninstead of such offering plan in response to such deficiency letters\nissued by the office of the attorney general, or (iii) any offer of\nfinancing from the commissioner, supervising agency, or any other agency\nto the mutual housing company.\n 5. (a) No mutual housing company shall interfere with the right of a\nshareholder or tenant to form, join or participate in the lawful\nactivities of any group, committee or other organization formed to\nprotect the rights of shareholders and tenants; nor shall any mutual\nhousing company harass, punish, penalize, diminish, or withhold any\nright, benefit or privilege of a shareholder or tenant under their\nproprietary lease or tenancy for exercising such right.\n (b) Shareholder and/or tenants' groups, committees or other\nshareholder and/or tenants' organizations shall have the right to meet\nwithout being required to pay a fee in any location on the premises\nincluding a community or social room where use is normally subject to a\nfee which is devoted to the common use of all shareholders and/or\ntenants in a peaceful manner, at reasonable hours and without\nobstructing access to the premises or facilities. Nothing in this\nsubdivision shall be construed to limit or impede the authority of the\nboard of directors to act on behalf of the mutual housing company or\nregulation by the commissioner or supervising agency with respect to the\nrecognition of a tenant group representing all tenants, or to require\nthe continued recognition of a cooperators' advisory council formed\npursuant to subdivision one of section thirty-two-a of this article when\nsuperseded by the election of a board of directors.\n