S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                  6652--A
 
                        2017-2018 Regular Sessions
 
                             I N  S E N A T E
 
                               June 9, 2017
                                ___________
 
 Introduced  by  Sen.  GOLDEN -- read twice and ordered printed, and when
   printed to be  committed  to  the  Committee  on  Rules  --  committee
   discharged, bill amended, ordered reprinted as amended and recommitted
   to said committee
 
 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;
   (2) THE RECORD OF EACH MEETING INCLUDING DIRECTOR  ATTENDANCE,  VOTING
 RECORDS  FOR  CONTRACTS,  AND HOW EACH DIRECTOR VOTED ON SUCH CONTRACTS;
 AND
 
  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD13036-05-7
              

 S. 6652--A                          2
 
   (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.