N.Y. Private Housing Finance Law Section 35-A
Requirements regarding dissolution


Mutual housing companies considering dissolution and/or reconstitution pursuant to § 35 (Voluntary dissolution)section thirty-five of this article shall be subject to the following requirements:

1.

Any preliminary vote to authorize a feasibility study, or to approve a special assessment to fund such feasibility study shall require the approval of a minimum of two-thirds of all dwelling units for which shares have been issued by the mutual housing company, regardless of whether such dwelling units are occupied or vacant, provided however, that where the shareholder of record is deceased, any vote attributable to the dwelling unit shall be discounted, both in the number of votes cast and in the total number of dwelling units upon which the vote is calculated, until such time as a new shareholder of record is determined for that dwelling unit.

2.

Except as provided for in subdivision seven of this section, any vote to authorize the funding, development, and submission to the attorney general of an offering plan for dissolution and reconstitution of the mutual housing company, or to authorize the funding, development, and submission to the attorney general of a proxy statement, or any other documents permitted by the attorney general instead of such offering plan, or any other preliminary vote for review by the commissioner or supervising agency relating to the dissolution or reconstitution required by the regulations of the commissioner or supervising agency, shall require the approval of eighty percent of all dwelling units for which shares have been issued, regardless of whether such dwelling units are occupied or vacant, provided however, that where the shareholder of record is deceased, any vote attributable to the dwelling unit shall be discounted, both in the number of votes cast and in the total number of dwelling units upon which the vote is calculated, until such time as a new shareholder of record is determined for that dwelling unit.

3.

No funds from the operating budget of the mutual housing company shall be used for the preparation or distribution of a feasibility study, a preliminary or filed offering plan for dissolution and reconstitution of the mutual housing company, a proxy statement or any other documents permitted by the attorney general instead of such offering plan, or a notice of intent to dissolve, or to pay for any services related to evaluation of, preparation for, or execution of dissolution and/or reconstitution pursuant to § 35 (Voluntary dissolution)section thirty-five of this article, including but not limited to legal services, but such funds may only be raised by special assessment voted on and applicable to all shareholders using such procedures as required by regulations of the commissioner or the supervising agency which shall not allow proxies.

4.

Except as provided for in subdivision seven of this section, any vote authorized by the regulations promulgated by the commissioner or the supervising agency that constitutes the vote for submission of a certificate of no objection, consent to dissolution or reconstitution, for submission to the attorney general of an offering plan for dissolution and reconstitution of the mutual housing company, or for submission to the attorney general of a proxy statement or any other documents permitted by the attorney general instead of such offering plan shall require the approval of eighty percent of all dwelling units for which shares have been issued by the mutual housing company, regardless of whether such dwelling units are occupied or vacant, provided however, that where the shareholder of record is deceased, any vote attributable to the dwelling unit shall be discounted, both in the number of votes cast and in the total number of dwelling units upon which the vote is calculated, until such time as a new shareholder of record is determined for that dwelling unit.

5.

No vote as set forth pursuant to subdivision one, two, three or four of this section, shall occur within five years following a vote undertaken pursuant to such subdivisions that failed to pass. No vote as set forth pursuant to subdivision seven of this section shall occur within three years following a vote undertaken pursuant to such subdivision that failed to pass.

6.

For any vote pursuant to subdivision one, two, three or seven of this section, the proposal to be voted on shall state that the cost of the action to be approved will be paid by a special assessment on shareholders, that approval of the proposal authorizes the mutual housing company to impose the assessment, and shall include the total dollar amount of the proposed assessment and the dollar amount per dwelling unit that will be imposed to fund the action if it is approved. Once an assessment has been so approved by shareholder vote, the mutual housing company shall not increase the amount of the approved assessment except by further vote subject to the same procedures and threshold for approval as were required for the vote initially approving the assessment.

7.

Notwithstanding any other provision to the contrary, any final or preliminary vote regarding dissolution and reconstitution that involves a conversion to a housing company organized under article 11 (Housing Development Fund Companies)article eleven of this chapter including, but not limited to, votes on the authorization to fund, develop, and submit any required filing to the attorney general, which pursuant to the conversion shall remain under the supervision of the commissioner or the supervising agency, shall only require a vote of a minimum of two thirds of the dwelling units for which shares have been issued by the mutual housing company regardless of whether such dwelling units are occupied or vacant, provided however, that where the shareholder of record is deceased, any vote attributable to the dwelling unit shall be discounted, both in the number of votes cast and in the total number of dwelling units upon which the vote is calculated, until such time as a new shareholder of record is determined for that dwelling unit. Provided further however, that any dissolution and reconstitution to a housing company organized under article 11 (Housing Development Fund Companies)article eleven of this chapter as provided by this subdivision shall not utilize funds from the operating budget of such housing company to fund the preparation, creation or distribution of any materials required for a vote to authorize any dissolution and reconstitution to a housing company organized under article 11 (Housing Development Fund Companies)article eleven of this chapter as provided by this subdivision, and the preparation, creation or distribution of such materials shall be financed by special assessment voted on and applicable to all shareholders as provided by subdivision three of this section, unless such housing company took any actions toward dissolution or reconstitution prior to the date this section took effect.

Source: Section 35-A — Requirements regarding dissolution, https://www.­nysenate.­gov/legislation/laws/PVH/35-A (updated Apr. 1, 2022; accessed Jul. 13, 2024).

10
Short title
11
Policy and purposes of article
11‑A
Additional policy and purposes of article
12
Definitions
13
Limited-profit housing companies
13‑A
The applicability of not-for-profit corporation law
13‑B
Verification of papers filed with supervising agency
13‑C
Voting, election and referendum procedures
14
Consent of commissioner to incorporation
15
Participation by certain corporations and individuals
16
Limited-profit housing companies
17
Powers
18
Designation of and service of process on secretary of state and registered agent
19
Consideration for issuance of stock, bonds or income debentures
20
Mortgages, mortgage bonds and notes
21
Capital structure
22
State loans
22‑A
Redevelopment loans
22‑B
Loans for state-aided limited-profit housing companies
23
Municipal loans and municipally aided projects
23‑A
Mortgage modifications, evidence of pre-existing indebtedness
23‑B
Participation in loan or investment
23‑C
Mortgage modifications
24
Income debentures
25
Working capital
26
Conditions and security for loans
26‑A
Findings for municipally-aided projects
26‑B
Special provisions with respect to state urban development corporation projects
26‑C
Special provisions with respect to Battery Park city projects
27
Limitations
28
Payments from earnings
29
Acquisition of property
30
Transfer of real property
31
Rentals and selection of tenants
31‑A
Resale price of shares
31‑B
Assignment or pledge of tenant cooperator’s shares
31‑C
Tenant-cooperators
32
Supervision and regulation
32‑A
Additional supervision and regulation
32‑B
Annual reports
33
Tax exemptions
34
Foreclosure and judgments
35
Voluntary dissolution
35‑A
Requirements regarding dissolution
36
Sale of project prior to termination of tax exemption
36‑A
Additional powers of municipalities
37
Separability clause

Accessed:
Jul. 13, 2024

Last modified:
Apr. 1, 2022

§ 35-A’s source at nysenate​.gov

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