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A08261 Summary:

BILL NOA08261A
 
SAME ASSAME AS S06652-A
 
SPONSORCymbrowitz
 
COSPNSRBarron, Sepulveda
 
MLTSPNSR
 
Add 519-a, N-PC L; add 727, BC L
 
Requires condominium and cooperative housing corporations to submit an annual report to the members of the governing board regarding information about contracts entered into that were subject to certain transactions.
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A08261 Text:



 
                STATE OF NEW YORK
        ________________________________________________________________________
 
                                         8261--A
                                                                   R. R. 269
 
                               2017-2018 Regular Sessions
 
                   IN ASSEMBLY
 
                                      June 2, 2017
                                       ___________
 
        Introduced  by  M. of A. CYMBROWITZ, BARRON -- read once and referred to
          the Committee on Housing -- reported and referred to the Committee  on
          Rules  -- ordered to a third reading, passed by Assembly and delivered
          to the Senate, recalled  from  the  Senate,  vote  reconsidered,  bill
          amended,  ordered  reprinted, retaining its place on the special order
          of third reading
 
        AN ACT to amend the not-for-profit  corporation  law  and  the  business
          corporation law, in relation to conflicts of interests for condominium
          and cooperative housing
 
          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:
 
     1    Section 1. The not-for-profit corporation law is amended by  adding  a
     2  new section 519-a to read as follows:
     3  § 519-a. Annual reports for certain transactions required.
     4    (a) Every condominium or cooperative housing corporation, incorporated
     5  pursuant to this chapter, shall, at least once each year:
     6    (1)  require that each director, as defined in paragraph six of subdi-
     7  vision (a) of section one hundred two of this chapter, receive a copy of
     8  section seven hundred fifteen of this chapter; and
     9    (2) provide an annual report to the members or to the governing board,
    10  if there are no members, which shall be signed by  each  such  director,
    11  containing information on any contracts made, entered into, or otherwise
    12  voted  on by the board of directors that were considered a related party
    13  transaction pursuant to section seven hundred fifteen of this chapter.
    14    (b) The annual report required by  subdivision  (a)  of  this  section
    15  shall include, but not be limited to, the following:
    16    (1)  a  list  of  all  contracts  voted  on by the board of directors,
    17  including information on the contract recipient,  contract  amount,  and
    18  the purpose of entering into the contract;
 
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD13036-04-7

        A. 8261--A                          2
 
     1    (2)  the  record of each meeting including director attendance, voting
     2  records for contracts, and how each director voted  on  such  contracts;
     3  and
     4    (3)  the date of each vote on each contract, and the date the contract
     5  would be and remain valid.
     6    (c) If the annual report required by paragraph two of subdivision  (a)
     7  of this section would, notwithstanding the requirements of this section,
     8  contain  no  information  because of the absence of any actions taken by
     9  the board that would otherwise qualify  for  inclusion  in  such  annual
    10  report,  then  the  board  shall instead submit to the members or to the
    11  governing board, if there are no members, a  document,  signed  by  each
    12  director, indicating: "No actions taken by the board were subject to the
    13  annual  report  required pursuant to section 519-a of the Not-for-Profit
    14  Corporation Law".
    15    § 2. The business corporation law is amended by adding a  new  section
    16  727 to read as follows:
    17  § 727. Annual reports for certain transactions required.
    18    (a) Every condominium or cooperative housing corporation, incorporated
    19  pursuant to this chapter, shall, at least once each year:
    20    (1) require that each director, as defined in paragraph five of subdi-
    21  vision (a) of section one hundred two of this chapter, receive a copy of
    22  section seven hundred thirteen of this chapter; and
    23    (2) submit an annual report to the shareholders, which shall be signed
    24  by  each  such  director,  containing information on any contracts made,
    25  entered into, or otherwise voted on by the board of directors where  one
    26  or more of the directors was an interested director, pursuant to section
    27  seven hundred thirteen of this chapter.
    28    (b)  The  annual  report  required  by subdivision (a) of this section
    29  shall include, but not be limited to, the following:
    30    (1) a list of all contracts  voted  on  by  the  board  of  directors,
    31  including  information  on  the contract recipient, contract amount, and
    32  the purpose of entering into the contract;
    33    (2) the record of each meeting including director  attendance,  voting
    34  records  for  contracts,  and how each director voted on such contracts;
    35  and
    36    (3) the date of each vote on each contract, and the date the  contract
    37  would be and remain valid.
    38    (c)  If  the annual report required by subdivision (a) of this section
    39  would, notwithstanding the requirements  of  this  section,  contain  no
    40  information  because  of  the  absence of any actions taken by the board
    41  that would otherwise qualify for inclusion in such annual  report,  then
    42  the board shall instead submit to the shareholders a document, signed by
    43  each  director,  indicating: "No actions taken by the board were subject
    44  to the annual report required pursuant to section 727  of  the  Business
    45  Corporation Law".
    46    §  3. This act shall take effect on the first of January next succeed-
    47  ing the date on which it shall have become a law.
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