2023 New York Laws › PVH - Private Housing Finance › Article 2 - Limited-Profit Housing Companies › 35-A - Requirements Regarding Dissolution.

§  35-a.  Requirements regarding dissolution. Mutual housing companies
  considering  dissolution  and/or  reconstitution  pursuant  to   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 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 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 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 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.