2023 New York Laws › PVH - Private Housing Finance › Article 2 - Limited-Profit Housing Companies › 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.