S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   3258
 
                        2023-2024 Regular Sessions
 
                           I N  A S S E M B L Y
 
                             February 2, 2023
                                ___________
 
 Introduced by M. of A. PAULIN -- read once and referred to the Committee
   on Corporations, Authorities and Commissions
 
 AN  ACT  to  amend  the  cooperative  corporations  law,  in relation to
   increasing transparency in cooperative housing corporations
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. The cooperative corporations law is amended by adding a new
 article 9 to read as follows:
                                 ARTICLE 9
                     COOPERATIVE HOUSING CORPORATIONS
 TITLE I.   APPLICABILITY.
       II.  COOPERATIVE HOUSING CORPORATION STRUCTURE.
       III. COOPERATIVE SHAREHOLDER PROTECTION ACT.
 
                                  TITLE I
                               APPLICABILITY
 SECTION 139. APPLICABILITY.
   §  139.  APPLICABILITY.  ANY  CITY WITH A POPULATION OF ONE MILLION OR
 MORE SHALL BE PERMITTED TO OPT OUT OF THE PROVISIONS OF THIS ARTICLE.
 
                                 TITLE II
                 COOPERATIVE HOUSING CORPORATION STRUCTURE
 SECTION 140. APPLICABILITY OF BUSINESS CORPORATION LAW.
         141. DEFINITIONS.
         142. ADDITIONAL POWERS OF MEMBERS.
         143. MEETINGS; BUDGET.
         144. SERVICE OF EMPLOYEES OF MANAGEMENT COMPANIES ON  THE  BOARD
                PROHIBITED.
   §  140. APPLICABILITY OF BUSINESS CORPORATION LAW. IF ANY PROVISION OF
 THE BUSINESS CORPORATION LAW CONFLICTS WITH ANY PROVISION OF THIS  ARTI-
 CLE,  THE  PROVISION  OF THIS ARTICLE SHALL PREVAIL, AND THE CONFLICTING
 PROVISION OF THE BUSINESS CORPORATION LAW SHALL NOT APPLY IN SUCH  CASE.
 IF  ANY  PROVISION  OF  THIS ARTICLE RELATES TO A MATTER EMBRACED IN THE

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
              

                       [ ] is old law to be omitted.
                                                            LBD03307-01-3
 A. 3258                             2
 
 BUSINESS  CORPORATION  LAW  BUT  IS  NOT  IN  CONFLICT  THEREWITH,  BOTH
 PROVISIONS SHALL APPLY.
   §  141.  DEFINITIONS.  FOR  THE  PURPOSES OF THIS TITLE, THE FOLLOWING
 TERMS SHALL HAVE THE FOLLOWING MEANINGS:
   1. "COOPERATIVE HOUSING CORPORATION" MEANS A CORPORATION FORMED PURSU-
 ANT TO THIS CHAPTER OR ARTICLE FOUR OF THE BUSINESS CORPORATION LAW THAT
 OWNS OR LEASES RESIDENTIAL PREMISES AND OPERATES THE SAME ON  A  COOPER-
 ATIVE BASIS.
   2.  "MANAGEMENT  COMPANY"  MEANS A PERSON, FIRM, CORPORATION, PARTNER-
 SHIP, ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER  ENTITY  RETAINED
 BY  A  COOPERATIVE  HOUSING  CORPORATION TO CONDUCT THE BUSINESS OF SUCH
 CORPORATION, INCLUDING BUT NOT LIMITED TO, OPERATING THE PREMISES, KEEP-
 ING THE BOOKS AND RECORDS,  MANAGING  DWELLING  UNIT  TRANSACTIONS,  AND
 TAKING SUCH OTHER ACTIONS AS MAY BE NECESSARY FOR COMPLIANCE WITH APPLI-
 CABLE LAW.
   3.  "RESIDENT" MEANS AN INDIVIDUAL MAINTAINING A PLACE OF RESIDENCE IN
 A DWELLING UNIT ON THE PREMISES OF A COOPERATIVE HOUSING CORPORATION.
   4. "MEMBER" MEANS A NATURAL PERSON HOLDING A MEMBERSHIP IN  A  COOPER-
 ATIVE HOUSING CORPORATION, WHETHER EVIDENCED BY A CERTIFICATE OF MEMBER-
 SHIP  OR BY A CERTIFICATE OF STOCK OR BY OTHER AUTHORIZED MEANS OF IDEN-
 TIFICATION.
   § 142. ADDITIONAL POWERS OF MEMBERS. AFTER THE FIRST DATE ON WHICH THE
 SPONSOR OF A COOPERATIVE HOUSING CORPORATION OWNS LESS THAN  A  MAJORITY
 OF  ALL DWELLING UNITS OPERATED BY SUCH COOPERATIVE HOUSING CORPORATION,
 THE HOLDERS OF A MAJORITY OF THE SHARES HELD  BY  ALL  MEMBERS  MAY,  BY
 ACTION DULY TAKEN PURSUANT TO EITHER SECTION SIX HUNDRED FOURTEEN OR SIX
 HUNDRED  FIFTEEN  OF THE BUSINESS CORPORATION LAW, REMOVE ANY MANAGEMENT
 COMPANY OF SUCH COOPERATIVE HOUSING CORPORATION FROM  SUCH  SERVICE  AND
 MAY PROHIBIT SUCH MANAGEMENT COMPANY FROM SERVING IN SUCH CAPACITY THER-
 EAFTER.
   §  143.  MEETINGS;  BUDGET.  1. MEETINGS OF THE BOARD OF A COOPERATIVE
 HOUSING CORPORATION SHALL BE HELD AT LEAST FOUR TIMES EACH  FISCAL  YEAR
 WITH  AT  LEAST  ONE  MEETING IN EACH FISCAL QUARTER.   MEMBERS SHALL BE
 PERMITTED TO BE PRESENT AT ALL SUCH  BOARD  MEETINGS  EXCEPT  WHEN  SUCH
 BOARD MEETS IN EXECUTIVE SESSION.
   2.  COMPLETE  MINUTES  OF  ALL  MEETINGS OF THE BOARD OF A COOPERATIVE
 HOUSING CORPORATION AND/OR MEMBERS THEREOF SHALL BE  MADE  AVAILABLE  TO
 MEMBERS NO LATER THAN ONE MONTH AFTER SUCH MEETING.
   3.  THE  BOARD  OF  A  COOPERATIVE HOUSING CORPORATION SHALL SUBMIT AN
 ANNUAL DETAILED BUDGET TO THE MEMBERS ONE MONTH PRIOR TO THE END OF SUCH
 COOPERATIVE HOUSING CORPORATION'S FISCAL YEAR. SUCH BUDGET SHALL  BE  IN
 PLAIN LANGUAGE AND SUBJECT TO APPROVAL BY A MAJORITY OF MEMBERS.
   §  144.  SERVICE  OF  EMPLOYEES  OF  MANAGEMENT COMPANIES ON THE BOARD
 PROHIBITED. NO COOPERATIVE HOUSING CORPORATION SHALL PERMIT AN EMPLOYEE,
 OFFICER, DIRECTOR, REPRESENTATIVE OR AGENT OF ANY MANAGEMENT COMPANY  OF
 SUCH  COOPERATIVE  HOUSING CORPORATION THAT IS NOT BOTH A RESIDENT AND A
 SHAREHOLDER TO SERVE ON THE BOARD.
 
                                 TITLE III
                  COOPERATIVE SHAREHOLDER PROTECTION ACT
 SECTION 150. SHORT TITLE.
         151. DEFINITIONS.
         152. RESTRICTIONS  ON  CAPITAL  IMPROVEMENTS,  RENOVATIONS   AND
                REPAIRS.
         153. DISCLOSURE OF EXPENSES.
         154. AVAILABILITY OF OFFICIAL NOTICES AND REPORTS.
 A. 3258                             3
 
   §  150. SHORT TITLE. THIS TITLE SHALL BE KNOWN AND MAY BE CITED AS THE
 "COOPERATIVE SHAREHOLDER PROTECTION ACT".
   §  151.  DEFINITIONS.  FOR  THE  PURPOSES OF THIS TITLE, THE FOLLOWING
 TERMS SHALL HAVE THE FOLLOWING MEANINGS:
   1. "COOPERATIVE HOUSING CORPORATION" MEANS A CORPORATION FORMED PURSU-
 ANT TO THIS CHAPTER OR ARTICLE FOUR OF THE BUSINESS CORPORATION LAW THAT
 OWNS OR LEASES RESIDENTIAL PREMISES AND OPERATES THE SAME ON  A  COOPER-
 ATIVE BASIS.
   2.  "MANAGEMENT  COMPANY"  MEANS A PERSON, FIRM, CORPORATION, PARTNER-
 SHIP, ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER  ENTITY  RETAINED
 BY  A  COOPERATIVE  HOUSING  CORPORATION TO CONDUCT THE BUSINESS OF SUCH
 CORPORATION, INCLUDING BUT NOT LIMITED TO, OPERATING THE PREMISES, KEEP-
 ING THE BOOKS AND RECORDS,  MANAGING  DWELLING  UNIT  TRANSACTIONS,  AND
 TAKING SUCH OTHER ACTIONS AS MAY BE NECESSARY FOR COMPLIANCE WITH APPLI-
 CABLE LAW.
   3.  "RESIDENT" MEANS AN INDIVIDUAL MAINTAINING A PLACE OF RESIDENCE IN
 A DWELLING UNIT ON THE PREMISES OF A COOPERATIVE HOUSING CORPORATION.
   4. "MEMBER" MEANS A NATURAL PERSON HOLDING A MEMBERSHIP IN  A  COOPER-
 ATIVE HOUSING CORPORATION, WHETHER EVIDENCED BY A CERTIFICATE OF MEMBER-
 SHIP  OR BY A CERTIFICATE OF STOCK OR BY OTHER AUTHORIZED MEANS OF IDEN-
 TIFICATION.
   § 152. RESTRICTIONS ON CAPITAL IMPROVEMENTS, RENOVATIONS AND  REPAIRS.
 1.  ALL  NON-EMERGENCY CAPITAL IMPROVEMENTS, RENOVATIONS, AND REPAIRS TO
 PREMISES OPERATED BY A COOPERATIVE HOUSING  CORPORATION  FOR  WHICH  THE
 COST TO SUCH COOPERATIVE HOUSING CORPORATION IS IN EXCESS OF FIFTY THOU-
 SAND DOLLARS SHALL REQUIRE PRIOR APPROVAL OF SUCH ACTION BY THE BOARD OF
 DIRECTORS  IN COMPLIANCE WITH SECTION SEVEN HUNDRED FOUR OF THE BUSINESS
 CORPORATION LAW.
   2. A COOPERATIVE HOUSING CORPORATION SHALL MAINTAIN AND  ADHERE  TO  A
 PROCEDURE,  AS SET FORTH IN THE BYLAWS, FOR SOLICITING BIDS FOR ALL NON-
 EMERGENCY CAPITAL IMPROVEMENTS, RENOVATIONS AND REPAIRS  FOR  WHICH  THE
 COST  TO THE COOPERATIVE HOUSING CORPORATION IS IN EXCESS OF FIFTY THOU-
 SAND DOLLARS.  SUCH PROCEDURE SHALL REQUIRE THAT ALL BIDS RECEIVED SHALL
 BE PROVIDED IN AN UNREDACTED FORM TO ALL DIRECTORS PRIOR TO  ANY  ACTION
 BEING  TAKEN  OR ANY APPROVAL TO AUTHORIZE ANY SUCH CAPITAL IMPROVEMENT,
 RENOVATION OR REPAIR IN ACCORDANCE WITH SUBDIVISION ONE OF THIS  SECTION
 IS MADE.
   §  153.  DISCLOSURE  OF EXPENSES. ANY FINANCIAL REPORT PROVIDED TO THE
 MEMBERS SHALL BE IN PLAIN LANGUAGE.  ITEMIZED RECEIPTS OF  ALL  EXPENDI-
 TURES  OF  A  COOPERATIVE  HOUSING CORPORATION SHALL BE SUBMITTED TO THE
 TREASURER AND KEPT IN THE BOOKS AND RECORDS OF SUCH COOPERATIVE  HOUSING
 CORPORATION FOR A PERIOD OF AT LEAST SEVEN YEARS. SUCH RECEIPTS SHALL BE
 MADE  AVAILABLE  FOR  INSPECTION BY A MEMBER OR RESIDENT ON THE PREMISES
 WITHIN THREE BUSINESS DAYS AFTER A REQUEST TO INSPECT SUCH  RECEIPTS  IS
 MADE BY THE MEMBER OR RESIDENT.
   §  154.  AVAILABILITY  OF OFFICIAL NOTICES AND REPORTS. ANY INSPECTION
 REPORT OR NOTICE OF VIOLATION OF ANY LAW, CODE, ORDINANCE,  RULE,  REGU-
 LATION  OR  ORDER  RECEIVED  BY A COOPERATIVE HOUSING CORPORATION BY ANY
 FEDERAL, STATE, COUNTY, MUNICIPAL BODY OR AGENCY SHALL BE MADE AVAILABLE
 TO ALL MEMBERS AND RESIDENTS WITHIN TWO WEEKS OF  RECEIPT  THEREOF.  ANY
 WRITTEN APPEAL, RESPONSE OR REPLY MADE BY THE COOPERATIVE HOUSING CORPO-
 RATION TO ANY SUCH REPORT OR NOTICE OF VIOLATION SHALL BE MADE AVAILABLE
 TO  ALL  MEMBERS  AND RESIDENTS WITHIN ONE WEEK OF WHEN SUCH RESPONSE IS
 MADE.
   § 2. This act shall take effect on the one hundred eightieth day after
 it shall have become a law.