N.J. Admin. Code § Tit. 5, ch. 13, app APPENDIX
Limited-Dividend Nonprofit Housing Corporations or Associations Law
N.J.S.A. 55:16-1 et seq.
The Limited-Dividend Nonprofit Housing Corporations or Associations Law, P.L. 1949, c. 184 (N.J.S.A. 55:16-1 et seq.), was repealed, effective April 17, 1992, by the Long Term Tax Exemption Law, P.L. 1991, c. 431 (40A:20-1 et seq.). However, as noted in the New Jersey Statutes Annotated in the notes to 40A:20-1, section 20, paragraph b. of the Long Term Tax Exemption Law provided that "an urban renewal entity organized and operating under a law repealed by P.L. 1991, c. 431 shall not be affected by that repeal."
Notwithstanding the fact that limited-dividend and nonprofit housing corporations and associations organized under P.L. 1949, c. 184 continue to be subject to that law, the New Jersey Statutes Annotated no longer contains its text. In order to make the text readily accessible to the public, the Department is publishing it as an appendix to this chapter.
N.J.S.A. 55:16-1 Short title
This act may be cited and referred to as the "Limited-Dividend Nonprofit Housing Corporations or Associations Law."
Extension of the duration of College Towers as a limited dividend housing corporation past the date of expiration of the tax exemption was proper; former N.J.S.A. 55:16-18 allows municipalities to grant tax exemptions to housing corporations and associations that have been established under the Limited-Dividend Nonprofit Housing Corporations or Associations Law, but the LD Law does not make any such granting of tax exemption a prerequisite to either the establishment or the continued existence of any such housing corporation or association. College Towers v. Bureau of Homeowner Protection, Dep't of Community Affairs, OAL Dkt. No. CAF 10533-06, 2007 N.J. AGEN LEXIS 847, Final Decision (December 31, 2007).
College Towers continues to exist as a limited dividend housing corporation, subject to the regulatory authority of the Department of Community Affairs under the Limited-Dividend Nonprofit Housing Corporations or Associations Law, and will continue to do so unless and until such time as it may be released from that regulatory authority in accordance with former N.J.S.A. 55:16-22; its continued existence is consistent with the broad construction of the LD law mandated by former N.J.S.A. 55:16-21 and with the strong public policy of this State favoring the preservation of existing affordable housing. College Towers v. Bureau of Homeowner Protection, Dep't of Community Affairs, OAL Dkt. No. CAF 10533-06, 2007 N.J. AGEN LEXIS 847, Final Decision (December 31, 2007).
55:16-2 Legislative determination of necessity
It is hereby declared that there is a severe housing shortage in the State; that there are places in many municipalities of the State where dwellings lack proper sanitary facilities and are in need of major repairs or unfit for residential use; that these conditions are detrimental to the health, safety, morals, welfare and reasonable comfort of the people of the State; that these conditions reduce economic values and impair private investments and public revenues; that the improvement of these conditions requires the production of new dwellings at rents which the families who need housing can afford; that the creation of the agencies, associations and corporations hereinafter described, is necessary and desirable for this purpose; that the provision of housing to make possible and to assist the clearance, planning, development or redevelopment of blighted areas, as proposed in this act, is a public purpose and a public use for which public money may be spent and private property acquired; and that the necessity in the public interest for the provisions hereinafter enacted is hereby declared as a matter of legislative determination.
55:16-3 Definitions
The following terms wherever used or referred to in this act shall have the following respective meanings, unless a different meaning clearly appears from the context:
55:16-4 Purposes of housing corporations or associations
Housing corporations or housing associations may be organized in the manner provided by this act to acquire, construct, alter, maintain, and operate housing projects for the purpose of providing accommodations for families in need of housing and for development or redevelopment of blighted areas, when authorized by the authority.
55:16-5 Limit on dividends; disposition of surplus on dissolution
Every stockholder of a housing corporation shall be deemed, by subscription to or the receipt of stock therein, to have agreed that he shall at no time receive from the corporation in repayment of his investment any sums in excess of the face value of the investment plus cumulative dividends at a rate not to exceed 8% per annum and any person having any proprietary interest in any housing association shall by reason of his participation therein be deemed to have agreed that he shall at no time receive as a return on his investment any sums in excess of the face value of the investment plus a cumulative return thereon in the aggregate at a rate not to exceed 8% per annum computed from the initial date in which moneys were paid over or property delivered in consideration for the proprietary interest of the investor. Upon the dissolution of any such housing corporation or housing association, any surplus in excess of such amounts shall be paid to the State of New Jersey; provided, however, that the authority may enter into agreements with any municipality where tax exemption is provided pursuant to section 18 of this act with respect to any project or projects of such housing corporation or association for the distribution to and apportionment of said surplus between the State and the municipality.
55:16-5.1 "Surplus" defined
As used in section 5 of the act to which this act is a supplement, and as used in any statute amendatory of or supplementary to said act, the term "surplus" shall not be deemed to include any increase in assets of any limited-dividend housing corporation or housing association organized in accordance with the provisions of said act or any supplement thereto, by reason of reduction of mortgage, by amortization or similar payments or realized from the sale or disposition of any assets of a housing corporation or housing association to the extent such surplus can be attributed to any increase in market value of any real property or tangible personalty accruing during the period such assets were owned and held by any such housing corporation or housing association.
55:16-6 Formation of housing corporation; certificate; contents
Any three or more persons of the State may form a housing corporation for the aforesaid purpose by making, signing, acknowledging and filing a certificate as required for other corporations formed under Title 14, Corporations, General, of the Revised Statutes, which certificate shall contain the following matters:
55:16-7 Approval of certificate or amendment by Authority
No such certificate or amendment thereof shall be filed until the same, with all its conditions, limitations and provisions, shall have first been approved by the Authority, as evidenced by a certificate of the Authority annexed thereto.
55:16-8 Right, powers and privileges of housing corporations
Every housing corporation organized under this act, subject to the conditions and restrictions herein, and the regulations of the authority approved by the council, shall have the following rights, powers and privileges:
The authority may make the exercise of any of the rights, powers and privileges of housing corporations set forth in this section subject to its prior approval.
55:16-8.1 Discrimination
For all of the purposes of the act to which this act is a supplement, no person shall, because of race, religious principles, color, national origin or ancestry, be subject to any discrimination.
55:16-9 Stocks and obligations to be issued only for money or property
No housing corporation shall issue stock, bonds or other obligations except for money or property actually received by it for its use and lawful purposes. No stocks, bonds or other obligations shall be issued except upon a valuation approved by the Authority.
55:16-9.1 Formation of housing association; certificate; contents
Any one or more persons of the State may form a housing association for the aforesaid purpose by making, signing, acknowledging and filing a certificate of organization, which certificate shall be filed with the office of the clerk of the county in which the principal place of business of said housing corporation shall be situated. The said certificate shall, in addition to the requirements of any other law to which it is subject, contain the following matters:
The said certificate shall be subject to approval by the authority as provided by section 7 of the act of which this act is amendatory and supplementary (C.55:16-7).
55:16-9.2 Rights, powers and privileges of housing association
Subject to the requirements, limitations and restrictions set forth in this act and the act to which this is a supplement, any housing association may be may be organized under the provisions governing partnerships, limited partnerships, or limited partnership associations, trust, single proprietorships, or as unincorporated business associations and, except to the extent inconsistent herewith, may exercise any of the powers, and enjoy any of the rights and privileges, provided therefore by statute or law and shall, in addition, have the following express powers:
The authority may make the exercise of any of the rights, powers and privileges of housing associations set forth in this section or referred to herein, subject to its prior approval.
55:16-9.3 Interest or obligations to be issued only for money or property
No interest in any housing association or obligation thereof shall issue or be created except for money or property actually received by it for its use and lawful purposes. No proprietary interest therein or other obligation shall be issued or created for property except upon a valuation approved by the Authority.
55:16-10 Public utilities, activity competitive with prohibited
No housing corporation or housing association shall engage in any activity competitive with any public utility as defined in section 48:2-13 of the Revised Statutes.
55:16-11 Authority, powers of
The Authority, subject to the approval of the council, shall have the power to make, amend, modify and repeal rules and regulations to effectuate the purposes of this act and to supervise the operation of any housing corporations or housing associations thereunder. The authority shall also have the power to supervise the planning, development and management of any housing project undertaken by such corporation or housing association under this act or any act supplemental thereto. The functions, powers and duties conferred upon the authority by this act shall, subject to rules and regulations referred to herein, be exercised by the administrator.
55:16-12 Application to authority for approval of project
Every corporation or housing association organized under this act, before purchasing, acquiring or undertaking any project herein authorized, shall make written application to the authority for approval thereof. Said application may be made at the same time as the application for the approval of its certificate of incorporation or, if unincorporated, certificate of organization, and shall be in such form, and certify as to such facts and data, as to justify approval; and shall contain such other information as the authority may require, including but not limited to:
55:16-13 Approval by authority of incorporation certificate of organization or housing projects
The authority shall have full and complete power to hear and consider, or refuse to consider, all applications for incorporation as a housing corporation or for approval of a certificate of organization as a housing association under this act and all applications for housing projects to be purchased, acquired or undertaken by housing corporations. During or after such hearing, the authority shall have power to approve or disapprove any such incorporation or certificate of organization or housing project.
55:16-14 Approval of purchase, acquisition or construction of housing project
The authority shall approve the purchase, acquisition or construction of a housing project by a housing corporation or housing association only under the following conditions:
55:16-15 Conditional approval; designation of trustee; authority of trustee
The approval of every such application may also be conditional on the acceptance by the housing corporation of a designee of the Authority as a member of the board of directors of the corporation. A further condition may be that the corporation shall agree to the designation of a trustee (which shall be a banking corporation authorized to perform trust functions) by the Authority with respect to any housing project approved by it. Such trustee may be authorized to receive moneys of the corporation obtained as proceeds of its mortgage bonds, notes, stock or other securities, or as rent or other income of any project, and make payment therefrom for acquisition of land, construction or improvements, for charges of operation and maintenance and for other items related to these costs, upon presentation of draft, check or order signed by a proper officer of the corporation and countersigned by the said Authority or a person designated by it for such purpose. Said trustee may be authorized by the Authority to act with reference to the construction of a project or to the operation of a project or to any combination or part thereof.
55:16-16 Supervision of housing corporations and associations
Notwithstanding the provisions of any other law to the contrary, the authority shall have the power to supervise housing corporations or housing associations and their real and personal property in the following respects:
55:16-17 Action by authority; receiver; reorganization; foreclosure actions; judicial sales
The authority may institute any proceeding or action against any housing corporation or housing association in any court of competent jurisdiction in order to enforce the provisions of this act or the regulations of the authority thereunder approved by the council, or to foreclose its mortgage, or to protect the public interest, the tenants, the stockholders of the housing corporation or its creditors or persons holding any proprietary interest in any housing association. In connection with any such suit, it may apply for the appointment of a receiver to manage, operate, and take over the affairs of said housing corporation or housing association and the administrator is hereby authorized to accept appointment as receiver of any such housing corporation or housing association when so appointed by a court of competent jurisdiction.
Reorganization of any housing corporation or housing association shall be subject to the supervision and control of the authority and no such reorganization shall be had without the consent of the authority. Upon all such reorganizations, the amount of capitalization, including therein all stocks, income debentures and bonds or, in the case of a housing association, the proprietary interests therein, and other evidence of indebtedness shall be such as is authorized by the administrator which, in making his determination, shall not exceed the fair value of the property involved.
In any foreclosure action, other than a foreclosure action instituted by the authority, the authority and the municipality in which any tax exemption or abatement is provided any housing corporation or association, in addition to other necessary parties, shall be made parties defendant; and the authority and the municipality shall take all steps in such action necessary to protect the interest of the public therein, and no costs shall be awarded against the authority or the municipality. Subject to the terms of any applicable contract, agreement, guarantee or insurance entered into or obtained pursuant to subsection (14) of section 8 hereof, judgment of foreclosure shall not be entered unless the court to which application therefor is made shall be satisfied that the interest of the lien-holder or holders cannot be adequately secured or safeguarded except by the sale of the property; and, in any such proceeding, the court shall be authorized to make an order increasing the rentals to be charged for the housing accommodations in the project involved in such foreclosure, or appoint the administrator or any officer of the municipality in which any tax exemption or abatement with respect to the project is provided, as a receiver of the property, or grant such other and further relief as may be reasonable and proper; and, in the event of a foreclosure sale or other judicial sale, the property shall be sold only to a housing corporation or housing association which will maintain, operate and manage the project subject to the provisions of this act and the regulations of the authority, approved by the council, issued hereunder, unless the court shall find that the interest and principal on the obligations secured by the lien the subject of foreclosure cannot be earned under the limitations imposed by the provisions of this act and that the proceeding was brought in good faith, in which event the property may be sold free of limitations imposed by this act, or subject to such limitations as the court may deem advisable to protect the public interest.
In the event of a judgment against any housing corporation or housing association in any action not pertaining to the foreclosure of a mortgage, there shall be no sale of any of the real property of such housing corporation except upon 60 days' written notice to the authority. Upon receipt of such notice, the administrator shall take such steps as, in his judgment, may be necessary to protect the right of all parties.
55:16-18 Exemption of project from taxation; annual service charge
When the governing body of any municipality in which a project of a housing corporation or housing association is or will be located, by resolution finds that the project is, or will be, an improvement made for the purposes of the clearance, re-planning, development or redevelopment of any blighted area (as defined in any law of this State) within such municipality, or for any of such purposes, then such project and improvement shall be exempt from all property taxation; provided, that in lieu of taxes, the housing corporation or housing association owning said project shall make to the municipality payment of an annual service charge for municipal services supplied to said project, in such amount, not exceeding the tax on the property on which the project is located for the year in which the undertaking of the project is commenced or 15% of the annual gross shelter rents obtained from the project, whichever is the greater, as may be agreed to by the municipality and the housing corporation or housing association and approved by the authority. Any exemption from taxation made pursuant to the provisions of this section shall not extend for a period of more than 50 years and shall only be effective during the period of usefulness of the project, as determined by the authority, and shall continue in force only while the project is owned by a housing corporation or housing association formed under this act and regulated by the authority or owned and operated by the authority.
55:16-18.1 Subsidy to corporation or association; purpose; ordinances
The governing body of any municipality in which a project of a limited-dividend housing corporation or housing association is located may, by ordinance, provide for the payment of money as a subsidy to such limited dividend housing corporation or housing association for the purpose of acquiring land for such project. Every such ordinance shall specify the amount or amounts of such payments, the time or times they are payable, and the terms and conditions of such payments.
55:16-19 Laws applicable to housing corporations; exemption from franchise and other state taxes
The provisions of law applicable to stock corporations organized under the laws of this State shall apply to housing corporations incorporated under this act, except where such provisions are in conflict herewith; provided, however, that the Authority may make the exercise of any rights powers and privileges thereunder subject to its prior approval.
Housing corporations organized under the provisions of this act shall be exempt from payment of any franchise or other State tax.
55:16-20 Partial invalidity
If any clause, sentence, subdivision, paragraph, section or part of this act be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder hereof, but shall be confined in its operation to the clause, sentence, subdivision, paragraph, section or part hereof directly involved in the controversy in which said judgment shall have been rendered.
55:16-21 Broad interpretation of powers
The powers enumerated in this act shall be interpreted broadly to effectuate the purposes hereof and shall not be construed as a limitation of powers.
55:16-22 Release of corporation or association from restrictions and limitations
Notwithstanding any provision of the act to which this act ( P.L. 1950, c.69) is supplemental to the contrary, any limited-dividend housing corporation or association organized in accordance with the provisions of said act may, at any time after the expiration of 15 years from the date of first tenant occupancy of any duly approved housing project of such corporation or association, apply to the authority for permission to be released from the restrictions and limitations imposed upon it under said act. The authority may approve the application provided it is consented to, by resolution, by the governing body of each municipality in which tax exemption has been granted to any housing project of such corporation, after a finding, by resolution of such governing body, that there no longer exists any housing shortage in the municipality by reason of which the project was originally approved. A duly certified copy of each of such resolutions shall be submitted to the authority. Upon the approval of such application by the authority, any tax exemption granted to such housing corporation or association, or any project or improvement thereof, shall terminate, and such corporation or association and the projects thereof shall not thereafter be subject to the restrictions and limitations imposed thereon by the act to which this act is a supplement. In such event, any surplus of such corporation or association then remaining, in excess of the amount required for the repayment of the face amount of investments of stockholders in the capital stock of such corporation or of persons holding any proprietary interest in any housing association, plus any cumulative dividends or return on investment at a rate not to exceed 8% per annum, shall be paid to the State of New Jersey; provided, however, that the authority may enter into agreements with any municipality where tax exemption has been provided, pursuant to section 18 of the act to which this act is a supplement, with respect to any project or projects of such housing corporation or association, for the distribution to, and apportionment of, said surplus between the State and the municipality.
N.J. Admin. Code Tit. 5, ch. 13, app APPENDIX
See: 39 N.J.R. 5213(a).