§ 35-A — Requirements regarding dissolution

§ 35-a. Requirements regarding dissolution. Mutual housing companies\nconsidering dissolution and/or reconstitution pursuant to section\nthirty-five of this article shall be subject to the following\nrequirements:\n 1. Any preliminary vote to authorize a feasibility study, or to\napprove a special assessment to fund such feasibility study shall\nrequire the approval of a minimum of two-thirds of all dwelling units\nfor which shares have been issued by the mutual housing company,\nregardless of whether such dwelling units are occupied or vacant,\nprovided however, that where the shareholder of record is deceased, any\nvote attributable to the dwelling unit shall be discounted, both in the\nnumber of votes cast and in the total number of dwelling units upon\nwhich the vote is calculated, until such time as a new shareholder of\nrecord is determined for that dwelling unit.\n 2. Except as provided for in subdivision seven of this section, any\nvote to authorize the funding, development, and submission to the\nattorney general of an offering plan for dissolution and reconstitution\nof the mutual housing company, or to authorize the funding, development,\nand submission to the attorney general of a proxy statement, or any\nother documents permitted by the attorney general instead of such\noffering plan, or any other preliminary vote for review by the\ncommissioner or supervising agency relating to the dissolution or\nreconstitution required by the regulations of the commissioner or\nsupervising agency, shall require the approval of eighty percent of all\ndwelling units for which shares have been issued, regardless of whether\nsuch dwelling units are occupied or vacant, provided however, that where\nthe shareholder of record is deceased, any vote attributable to the\ndwelling unit shall be discounted, both in the number of votes cast and\nin the total number of dwelling units upon which the vote is calculated,\nuntil such time as a new shareholder of record is determined for that\ndwelling unit.\n 3. No funds from the operating budget of the mutual housing company\nshall be used for the preparation or distribution of a feasibility\nstudy, a preliminary or filed offering plan for dissolution and\nreconstitution of the mutual housing company, a proxy statement or any\nother documents permitted by the attorney general instead of such\noffering plan, or a notice of intent to dissolve, or to pay for any\nservices related to evaluation of, preparation for, or execution of\ndissolution and/or reconstitution pursuant to section thirty-five of\nthis article, including but not limited to legal services, but such\nfunds may only be raised by special assessment voted on and applicable\nto all shareholders using such procedures as required by regulations of\nthe commissioner or the supervising agency which shall not allow\nproxies.\n 4. Except as provided for in subdivision seven of this section, any\nvote authorized by the regulations promulgated by the commissioner or\nthe supervising agency that constitutes the vote for submission of a\ncertificate of no objection, consent to dissolution or reconstitution,\nfor submission to the attorney general of an offering plan for\ndissolution and reconstitution of the mutual housing company, or for\nsubmission to the attorney general of a proxy statement or any other\ndocuments permitted by the attorney general instead of such offering\nplan shall require the approval of eighty percent of all dwelling units\nfor which shares have been issued by the mutual housing company,\nregardless of whether such dwelling units are occupied or vacant,\nprovided however, that where the shareholder of record is deceased, any\nvote attributable to the dwelling unit shall be discounted, both in the\nnumber of votes cast and in the total number of dwelling units upon\nwhich the vote is calculated, until such time as a new shareholder of\nrecord is determined for that dwelling unit.\n 5. No vote as set forth pursuant to subdivision one, two, three or\nfour of this section, shall occur within five years following a vote\nundertaken pursuant to such subdivisions that failed to pass. No vote as\nset forth pursuant to subdivision seven of this section shall occur\nwithin three years following a vote undertaken pursuant to such\nsubdivision that failed to pass.\n 6. For any vote pursuant to subdivision one, two, three or seven of\nthis section, the proposal to be voted on shall state that the cost of\nthe action to be approved will be paid by a special assessment on\nshareholders, that approval of the proposal authorizes the mutual\nhousing company to impose the assessment, and shall include the total\ndollar amount of the proposed assessment and the dollar amount per\ndwelling unit that will be imposed to fund the action if it is approved.\nOnce an assessment has been so approved by shareholder vote, the mutual\nhousing company shall not increase the amount of the approved assessment\nexcept by further vote subject to the same procedures and threshold for\napproval as were required for the vote initially approving the\nassessment.\n 7. Notwithstanding any other provision to the contrary, any final or\npreliminary vote regarding dissolution and reconstitution that involves\na conversion to a housing company organized under article eleven of this\nchapter including, but not limited to, votes on the authorization to\nfund, develop, and submit any required filing to the attorney general,\nwhich pursuant to the conversion shall remain under the supervision of\nthe commissioner or the supervising agency, shall only require a vote of\na minimum of two thirds of the dwelling units for which shares have been\nissued by the mutual housing company regardless of whether such dwelling\nunits are occupied or vacant, provided however, that where the\nshareholder of record is deceased, any vote attributable to the dwelling\nunit shall be discounted, both in the number of votes cast and in the\ntotal number of dwelling units upon which the vote is calculated, until\nsuch time as a new shareholder of record is determined for that dwelling\nunit. Provided further however, that any dissolution and reconstitution\nto a housing company organized under article eleven of this chapter as\nprovided by this subdivision shall not utilize funds from the operating\nbudget of such housing company to fund the preparation, creation or\ndistribution of any materials required for a vote to authorize any\ndissolution and reconstitution to a housing company organized under\narticle eleven of this chapter as provided by this subdivision, and the\npreparation, creation or distribution of such materials shall be\nfinanced by special assessment voted on and applicable to all\nshareholders as provided by subdivision three of this section, unless\nsuch housing company took any actions toward dissolution or\nreconstitution prior to the date this section took effect.\n