N.Y. Private Housing Finance Law § 17: Powers

§ 17. Powers. 1. Subject to the limitations of this article, a company

heretofore or hereafter organized under this chapter shall have the

powers and be subject to the limitations contained in the business

corporation law or the not-for-profit corporation law, as the case may

be, and shall have the following additional specific powers:

(a) To make and execute contracts and other instruments necessary or

convenient in the exercise of its powers;

(b) To acquire or contract to acquire from any person, firm,

corporation, municipality, federal or state agency, by grant, purchase,

condemnation or otherwise, leaseholds, real, personal or mixed property

or any interest therein, and to sell, assign, exchange, transfer,

mortgage or encumber the same;

(c) To own, hold, clear and improve, leasehold, real, personal or

mixed property or any interest therein;

(d) To construct, reconstruct, rehabilitate, improve, alter or repair

or provide for the construction, reconstruction, improvement, alteration

or repair of any project;

(e) To lease or rent any of the housing or other accommodations or any

of the lands, buildings, structures or facilities embraced in any

project and establish and revise the rents or charges therefor; or to

purchase or lease a project or a part thereof from an authority,

pursuant to the provisions of section fifty-eight or article twelve-b of

this chapter.

(f) To arrange or contract with a municipality for the planning,

replanning, opening, grading or closing of streets, roads, roadways,

alleys or other places or for the furnishing of facilities or for the

acquisition by a municipality of property or property rights or for the

furnishing of property or services in connection with a project;

(g) To insure or provide for the insurance of its property or

operations as required by law and also against such other risks as it

may deem advisable;

(h) To limit by contract the exercise of any of its powers;

(i) To invest any funds held in reserves or sinking funds, or any

funds not required for immediate disbursement in property or securities

in which savings banks may legally invest funds subject to their

control;

(j) To sue and be sued;

(k) To have a seal and alter the same at pleasure;

(l) To make and from time to time amend and repeal by-laws, rules and

regulations not inconsistent with the provisions of this article;

(m) To sell, lease, or otherwise convey all or any part of a project

to an authority upon such terms and conditions as shall have the prior

approval of the commissioner or the supervising agency, as the case may

be;

(n) A non-profit company incorporated pursuant to the not-for-profit

corporation law and this article for the purpose of providing housing

and auxiliary facilities for staff members, employees or students of any

college, university, hospital, child care institution and their

immediate families; for aged or handicapped persons of low income or for

any one of the above purposes, may, with the prior written consent of

the commissioner or the supervising agency, as the case may be, lease

its project or any part thereof to any colleges, universities,

hospitals, child care institutions or not-for-profit corporations. A

lessee of a project may sublease all or any part of the project to

institutions and not-for-profit corporations which would be an eligible

sponsor pursuant to the provisions of this chapter and to staff members,

employees, and students of any college, university, hospital, child care

institution, and to aged and handicapped persons of low income. Any

property so leased or subleased shall remain subject to the provisions

of this article and to the rules and regulations of the commissioner, or

supervising agency, as the case may be. A lease or sublease of the

entire project may provide for the assumption by the lessee or sublessee

of the management and control of the project, and all of the obligations

thereof, as well as the right to collect all revenues accruing thereto.

In any event, the lessee shall pay rental in an amount at least equal to

the interest and amortization due upon the mortgage of the property so

leased.

(o) To lease to any authority, or to a municipality in connection with

any federally-aided program to provide dwelling accommodations for

persons of low income, one or more dwelling units in a project upon such

terms and conditions as shall have the prior written approval of the

commissioner or the supervising agency, as the case may be.

(p) To lease, with or without an option to purchase, all or any part

of a project to any person, firm, partnership, trust or corporation,

subject to the prior written consent of the commissioner or the

supervising agency, as the case may be. Any property so leased shall

remain subject to the provisions of this article and to the rules and

regulations of the commissioner or the supervising agency, as the case

may be. Such lease may provide for the assumption by the lessee of the

management and control of the project, as well as the right of the

lessee to collect all revenues accruing thereto.

To do all other things necessary or convenient to carry out its

powers.

2. A company shall file with the commissioner or the supervising

agency, as the case may be, a copy of any by-laws, rules, regulations

and amendments thereto adopted by it from time to time, which shall

become effective upon approval by the commissioner or by the supervising

agency; provided, however, that if the commissioner or the supervising

agency shall fail to approve or disapprove such proposed by-laws within

three months after such filing, such by-laws shall become effective upon

the expiration of such three month period. These by-laws, rules,

regulations and amendments shall contain such provisions relating to the

management of its business, the regulation of its affairs, the calling

of meetings, the manner of selection of officers and trustees and such

other provisions as may be reasonable and necessary.

3. Notwithstanding the provisions of any law, general or special, a

mutual company may, with the approval of the commissioner or the

supervising agency, as the case may be, require a standard form and

procedure for the casting of proxies or absentee ballots in any matter

requiring a shareholder vote.

4. Notwithstanding the provisions of any law, general or special, a

board of directors of a mutual housing company created pursuant to the

provisions of this article shall:

(a) Hold at least four meetings of the board of directors annually.

Such meetings shall be open to all shareholders and residents, except

that they may include executive sessions open only to directors for the

sole purpose of discussing confidential personnel issues, legal advice

and counsel from an attorney to whom the mutual housing company is a

client, or confidential issues affecting individual shareholders or

residents, or contract negotiation. Any such board of directors meetings

held in addition to the minimum number of four as required by this

section shall be open to shareholders and residents, and subject to the

aforementioned exception regarding executive sessions.

(b) Maintain a record of any vote on a resolution of such board,

including specification of how each director voted. Such record shall be

a matter of public record which will be made available as a paper copy

at the request of a shareholder and will also be posted on a website

that is accessible by all shareholders maintained by the board of

directors, provided however, that there may be redactions to the extent

minutes would reflect the discussions held in executive session.

(c) Promptly post on a website available to all shareholders and

maintained by the board of directors to communicate with shareholders,

(i) any request by the mutual housing company to the commissioner or the

supervising agency, as the case may be, and any final resolution

regarding such request, when the request relates to a change in

regulations, a change in its real estate taxation, in a refinancing,

financing being offered by the commissioner, supervising agency, or any

other agency or, a proposed dissolution and reconstitution, (ii) any

deficiency letters issued by the office of the attorney general to the

mutual housing company regarding an offering plan for dissolution and

reconstitution of the mutual housing company, any deficiency letters

issued by the office of the attorney general to the mutual housing

company regarding a proxy statement or any other documents permitted by

the attorney general instead of such offering plan, and any of the

mutual housing company's resubmissions of such offering plan or proxy

statement or any other documents permitted by the attorney general

instead of such offering plan in response to such deficiency letters

issued by the office of the attorney general, or (iii) any offer of

financing from the commissioner, supervising agency, or any other agency

to the mutual housing company.

5. (a) No mutual housing company shall interfere with the right of a

shareholder or tenant to form, join or participate in the lawful

activities of any group, committee or other organization formed to

protect the rights of shareholders and tenants; nor shall any mutual

housing company harass, punish, penalize, diminish, or withhold any

right, benefit or privilege of a shareholder or tenant under their

proprietary lease or tenancy for exercising such right.

(b) Shareholder and/or tenants' groups, committees or other

shareholder and/or tenants' organizations shall have the right to meet

without being required to pay a fee in any location on the premises

including a community or social room where use is normally subject to a

fee which is devoted to the common use of all shareholders and/or

tenants in a peaceful manner, at reasonable hours and without

obstructing access to the premises or facilities. Nothing in this

subdivision shall be construed to limit or impede the authority of the

board of directors to act on behalf of the mutual housing company or

regulation by the commissioner or supervising agency with respect to the

recognition of a tenant group representing all tenants, or to require

the continued recognition of a cooperators' advisory council formed

pursuant to subdivision one of section thirty-two-a of this article when

superseded by the election of a board of directors.