New York Laws
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.

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