S 8912 NY

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Bill No.: Summary Actions Committee&nbspVotes Floor&nbspVotes Memo Text LFIN Chamber&nbspVideo/Transcript S08912 Summary: BILL NO S08912 &nbsp SAME AS SAME AS A10283

&nbsp SPONSOR MAYER &nbsp COSPNSR &nbsp MLTSPNSR &nbsp Add Art 9 Title I §139, Title II §§140 - 144, Title III §§150 - 155, Coop Corps L &nbsp Increases transparency in cooperative housing corporations by giving shareholders more rights to information of the co-op and limiting the powers of management companies and boards.

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STATE OF NEW YORK ________________________________________________________________________

8912

IN SENATE

January 15, 2026 ___________

Introduced by Sen. MAYER -- read twice and ordered printed, and when printed to be committed to the Committee on Corporations, Authorities and Commissions

AN ACT to amend the cooperative corporations law, in relation to increasing transparency in cooperative housing corporations

The People of the State of New York, represented in Senate and Assem- bly, do enact as follows:

1 Section 1. The cooperative corporations law is amended by adding a new 2 article 9 to read as follows: 3 ARTICLE 9 4 COOPERATIVE HOUSING CORPORATIONS 5 TITLE I. APPLICABILITY. 6 II. COOPERATIVE HOUSING CORPORATION STRUCTURE. 7 III. COOPERATIVE SHAREHOLDER PROTECTION ACT.

8 TITLE I 9 APPLICABILITY 10 Section 139. Applicability. 11 § 139. Applicability. Any city with a population of one million or 12 more shall be permitted to opt out of the provisions of this article.

13 TITLE II 14 COOPERATIVE HOUSING CORPORATION STRUCTURE 15 Section 140. Applicability of business corporation law. 16 141. Definitions. 17 142. Additional powers of members. 18 143. Meetings; budget. 19 144. Service of employees of management companies on the board 20 prohibited. 21 § 140. Applicability of business corporation law. If any provision of 22 the business corporation law conflicts with any provision of this arti- 23 cle, the provision of this article shall prevail, and the conflicting 24 provision of the business corporation law shall not apply in such case. 25 If any provision of this article relates to a matter embraced in the

EXPLANATION--Matter in italics (underscored) is new; matter in brackets [ ] is old law to be omitted. LBD14463-01-6

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1 business corporation law but is not in conflict therewith, both 2 provisions shall apply. 3 § 141. Definitions. For the purposes of this title, the following 4 terms shall have the following meanings: 5 1. "Cooperative housing corporation" means a corporation formed pursu- 6 ant to this chapter or article four of the business corporation law that 7 owns or leases residential premises and operates the same on a cooper- 8 ative basis. 9 2. "Management company" means a person, firm, corporation, partner- 10 ship, association, limited liability company, or other entity retained 11 by a cooperative housing corporation to conduct the business of such 12 corporation, including but not limited to, operating the premises, keep- 13 ing the books and records, managing dwelling unit transactions, and 14 taking such other actions as may be necessary for compliance with appli- 15 cable law. 16 3. "Resident" means an individual maintaining a place of residence in 17 a dwelling unit on the premises of a cooperative housing corporation. 18 4. "Member" means a natural person holding a membership in a cooper- 19 ative housing corporation, whether evidenced by a certificate of member- 20 ship or by a certificate of stock or by other authorized means of iden- 21 tification. 22 § 142. Additional powers of members. After the first date on which the 23 sponsor of a cooperative housing corporation owns less than a majority 24 of all shares operated by such cooperative housing corporation, the 25 holders of a majority of the shares held by all members may, by action 26 duly taken pursuant to either section six hundred fourteen or six 27 hundred fifteen of the business corporation law, remove any management 28 company of such cooperative housing corporation from such service and 29 may prohibit such management company from serving in such capacity ther- 30 eafter. 31 § 143. Meetings; budget. 1. Meetings of the board of a cooperative 32 housing corporation shall be held at least four times each fiscal year 33 with at least one meeting in each fiscal quarter. If, during any given 34 quarter, a quorum of board members are not available to meet, a meeting 35 shall be scheduled as early as possible during the next succeeding 36 fiscal quarter. Members shall be permitted to be present at all such 37 board meetings except when such board meets in executive session. 38 2. Complete minutes of all meetings of the board of a cooperative 39 housing corporation and/or members thereof shall be made available to 40 members within twenty-four hours of approval of such minutes by the 41 board. 42 3. The board of a cooperative housing corporation shall submit an 43 annual detailed budget to the members at least one month prior to the 44 end of such cooperative housing corporation's fiscal year. Such budget 45 shall be in plain language and subject to approval by a majority of 46 members. 47 § 144. Service of employees of management companies on the board 48 prohibited. No cooperative housing corporation shall permit an employee, 49 officer, director, representative or agent of any management company of 50 such cooperative housing corporation that is not both a resident and a 51 shareholder to serve on the board.

52 TITLE III 53 COOPERATIVE SHAREHOLDER PROTECTION ACT 54 Section 150. Short title. 55 151. Definitions.

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1 152. Restrictions on capital improvements, renovations and 2 repairs. 3 153. Disclosure of expenses. 4 154. Availability of official notices and reports. 5 155. Member and resident requirements. 6 § 150. Short title. This title shall be known and may be cited as the 7 "cooperative shareholder protection act". 8 § 151. Definitions. For the purposes of this title, the following 9 terms shall have the following meanings: 10 1. "Cooperative housing corporation" means a corporation formed pursu- 11 ant to this chapter or article four of the business corporation law that 12 owns or leases residential premises and operates the same on a cooper- 13 ative basis. 14 2. "Management company" means a person, firm, corporation, partner- 15 ship, association, limited liability company, or other entity retained 16 by a cooperative housing corporation to conduct the business of such 17 corporation, including but not limited to, operating the premises, keep- 18 ing the books and records, managing dwelling unit transactions, and 19 taking such other actions as may be necessary for compliance with appli- 20 cable law. 21 3. "Resident" means an individual maintaining a place of residence in 22 a dwelling unit on the premises of a cooperative housing corporation. 23 4. "Member" means a natural person holding a membership in a cooper- 24 ative housing corporation, whether evidenced by a certificate of member- 25 ship or by a certificate of stock or by other authorized means of iden- 26 tification. 27 § 152. Restrictions on capital improvements, renovations and repairs. 28 1. All non-emergency capital improvements, renovations, and repairs to 29 premises operated by a cooperative housing corporation for which the 30 cost to such cooperative housing corporation is in excess of fifty thou- 31 sand dollars shall require prior approval of such action by the board of 32 directors in compliance with section seven hundred four of the business 33 corporation law. 34 2. A cooperative housing corporation shall maintain and adhere to a 35 procedure, as set forth in the bylaws, for soliciting bids for all non- 36 emergency capital improvements, renovations and repairs for which the 37 cost to the cooperative housing corporation is in excess of fifty thou- 38 sand dollars. Such procedure shall require that all bids received shall 39 be provided in an unredacted form to all directors prior to any action 40 being taken or any approval to authorize any such capital improvement, 41 renovation or repair in accordance with subdivision one of this section 42 is made. 43 § 153. Disclosure of expenses. Any financial report provided to the 44 members shall be in plain language. Such report shall include a record 45 of expenditures. Itemized receipts of all expenditures of a cooperative 46 housing corporation shall be submitted to the treasurer and kept in the 47 books and records of such cooperative housing corporation for a period 48 of at least seven years. Such books and records shall be made available 49 for inspection by a member on the premises within five business days 50 after a request to inspect such books and records is made by the member. 51 § 154. Availability of official notices and reports. Any inspection 52 report or notice of violation of any law, code, ordinance, rule, regu- 53 lation or order received by a cooperative housing corporation by any 54 federal, state, county, municipal body or agency shall be made available 55 to all members and residents within two weeks of receipt thereof. Any 56 written appeal, response or reply made by the cooperative housing corpo-

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1 ration to any such report or notice of violation shall be made available 2 to all members and residents within two weeks of when such response is 3 made. 4 § 155. Member and resident requirements. All members and residents, 5 upon purchase of shares or before taking occupancy, and once annually 6 thereafter, shall be provided with the brochure published by the office 7 of the New York state attorney general entitled "Boards, Bylaws, and 8 Rules: Understanding and Dealing with a Co-op Board of Directors" or its 9 successor publication. 10 § 2. This act shall take effect on the one hundred eightieth day after 11 it shall have become a law.

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