Legislation

Search OpenLegislation Statutes
This entry was published on 2022-04-01
The selection dates indicate all change milestones for the entire volume, not just the location being viewed. Specifying a milestone date will retrieve the most recent version of the location before that date.
SECTION 17
Powers
Private Housing Finance (PVH) CHAPTER 44-B, ARTICLE 2
§ 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.