S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  8261--A
                                                            R. R. 269
 
                        2017-2018 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               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:
 
   Section 1. The not-for-profit corporation law is amended by  adding  a
 new section 519-a to read as follows:
 § 519-A. ANNUAL REPORTS FOR CERTAIN TRANSACTIONS REQUIRED.
   (A) EVERY CONDOMINIUM OR COOPERATIVE HOUSING CORPORATION, INCORPORATED
 PURSUANT TO THIS CHAPTER, SHALL, AT LEAST ONCE EACH YEAR:
   (1)  REQUIRE THAT EACH DIRECTOR, AS DEFINED IN PARAGRAPH SIX OF SUBDI-
 VISION (A) OF SECTION ONE HUNDRED TWO OF THIS CHAPTER, RECEIVE A COPY OF
 SECTION SEVEN HUNDRED FIFTEEN OF THIS CHAPTER; AND
   (2) PROVIDE AN ANNUAL REPORT TO THE MEMBERS OR TO THE GOVERNING BOARD,
 IF THERE ARE NO MEMBERS, WHICH SHALL BE SIGNED BY  EACH  SUCH  DIRECTOR,
 CONTAINING INFORMATION ON ANY CONTRACTS MADE, ENTERED INTO, OR OTHERWISE
 VOTED  ON BY THE BOARD OF DIRECTORS THAT WERE CONSIDERED A RELATED PARTY
 TRANSACTION PURSUANT TO SECTION SEVEN HUNDRED FIFTEEN OF THIS CHAPTER.
   (B) THE ANNUAL REPORT REQUIRED BY  SUBDIVISION  (A)  OF  THIS  SECTION
 SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
   (1)  A  LIST  OF  ALL  CONTRACTS  VOTED  ON BY THE BOARD OF DIRECTORS,
 INCLUDING INFORMATION ON THE CONTRACT RECIPIENT,  CONTRACT  AMOUNT,  AND
 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
 
   (2)  THE  RECORD OF EACH MEETING INCLUDING DIRECTOR ATTENDANCE, VOTING
 RECORDS FOR CONTRACTS, AND HOW EACH DIRECTOR VOTED  ON  SUCH  CONTRACTS;
 AND
   (3)  THE DATE OF EACH VOTE ON EACH CONTRACT, AND THE DATE THE CONTRACT
 WOULD BE AND REMAIN VALID.
   (C) IF THE ANNUAL REPORT REQUIRED BY PARAGRAPH TWO OF SUBDIVISION  (A)
 OF THIS SECTION WOULD, NOTWITHSTANDING THE REQUIREMENTS OF THIS SECTION,
 CONTAIN  NO  INFORMATION  BECAUSE OF THE ABSENCE OF ANY ACTIONS TAKEN BY
 THE BOARD THAT WOULD OTHERWISE QUALIFY  FOR  INCLUSION  IN  SUCH  ANNUAL
 REPORT,  THEN  THE  BOARD  SHALL INSTEAD SUBMIT TO THE MEMBERS OR TO THE
 GOVERNING BOARD, IF THERE ARE NO MEMBERS, A  DOCUMENT,  SIGNED  BY  EACH
 DIRECTOR, INDICATING: "NO ACTIONS TAKEN BY THE BOARD WERE SUBJECT TO THE
 ANNUAL  REPORT  REQUIRED PURSUANT TO SECTION 519-A OF THE NOT-FOR-PROFIT
 CORPORATION LAW".
   § 2. The business corporation law is amended by adding a  new  section
 727 to read as follows:
 § 727. ANNUAL REPORTS FOR CERTAIN TRANSACTIONS REQUIRED.
   (A) EVERY CONDOMINIUM OR COOPERATIVE HOUSING CORPORATION, INCORPORATED
 PURSUANT TO THIS CHAPTER, SHALL, AT LEAST ONCE EACH YEAR:
   (1) REQUIRE THAT EACH DIRECTOR, AS DEFINED IN PARAGRAPH FIVE OF SUBDI-
 VISION (A) OF SECTION ONE HUNDRED TWO OF THIS CHAPTER, RECEIVE A COPY OF
 SECTION SEVEN HUNDRED THIRTEEN OF THIS CHAPTER; AND
   (2) SUBMIT AN ANNUAL REPORT TO THE SHAREHOLDERS, WHICH SHALL BE SIGNED
 BY  EACH  SUCH  DIRECTOR,  CONTAINING INFORMATION ON ANY CONTRACTS MADE,
 ENTERED INTO, OR OTHERWISE VOTED ON BY THE BOARD OF DIRECTORS WHERE  ONE
 OR MORE OF THE DIRECTORS WAS AN INTERESTED DIRECTOR, PURSUANT TO SECTION
 SEVEN HUNDRED THIRTEEN OF THIS CHAPTER.
   (B)  THE  ANNUAL  REPORT  REQUIRED  BY SUBDIVISION (A) OF THIS SECTION
 SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FOLLOWING:
   (1) A LIST OF ALL CONTRACTS  VOTED  ON  BY  THE  BOARD  OF  DIRECTORS,
 INCLUDING  INFORMATION  ON  THE CONTRACT RECIPIENT, CONTRACT AMOUNT, AND
 THE PURPOSE OF ENTERING INTO THE CONTRACT;
   (2) THE RECORD OF EACH MEETING INCLUDING DIRECTOR  ATTENDANCE,  VOTING
 RECORDS  FOR  CONTRACTS,  AND HOW EACH DIRECTOR VOTED ON SUCH CONTRACTS;
 AND
   (3) THE DATE OF EACH VOTE ON EACH CONTRACT, AND THE DATE THE  CONTRACT
 WOULD BE AND REMAIN VALID.
   (C)  IF  THE ANNUAL REPORT REQUIRED BY SUBDIVISION (A) OF THIS SECTION
 WOULD, NOTWITHSTANDING THE REQUIREMENTS  OF  THIS  SECTION,  CONTAIN  NO
 INFORMATION  BECAUSE  OF  THE  ABSENCE OF ANY ACTIONS TAKEN BY THE BOARD
 THAT WOULD OTHERWISE QUALIFY FOR INCLUSION IN SUCH ANNUAL  REPORT,  THEN
 THE BOARD SHALL INSTEAD SUBMIT TO THE SHAREHOLDERS A DOCUMENT, SIGNED BY
 EACH  DIRECTOR,  INDICATING: "NO ACTIONS TAKEN BY THE BOARD WERE SUBJECT
 TO THE ANNUAL REPORT REQUIRED PURSUANT TO SECTION 727  OF  THE  BUSINESS
 CORPORATION LAW".
   §  3. This act shall take effect on the first of January next succeed-
 ing the date on which it shall have become a law.