Opinion
July 25, 1988
Appeal from the Supreme Court, Queens County (Lonschein, J.).
Ordered that the order and judgment is affirmed, with costs.
The plaintiff, formerly a shareholder in the defendant Bay Terrace Cooperative Section II, Inc. contends, inter alia, that the imposition of a 40% waiver of option fee upon the sale of her shares in the cooperative — as authorized by a 1970 amendment to the bylaws — contravenes Business Corporation Law § 501 (c), inasmuch as the fee schedule contained in the subject bylaw provision sanctions the assessment of unequal fees in respect to holders of the same class of stock. We disagree.
Contrary to the plaintiff's contentions, the disparity in the waiver of option fee is not violative of Business Corporation Law § 501 (c). Notably, Business Corporation Law § 501 (c) has been recently amended, effective July 24, 1986, "to authorize an exception to the statutory per share proportionality requirements in residential cooperative corporations to permit unequal charges, provided that the transfer fee has been validly adopted pursuant to the terms of the offering plan, proprietary lease and bylaws, considered in conjunction with each other" (Meichsner v Valentine Gardens Coop., 137 A.D.2d 797, 798; Mogulescu v. 255 W. 98th St. Owners Corp., 135 A.D.2d 32, 35-36, appeal dismissed 71 N.Y.2d 964). The retroactive application of the foregoing amendment has been recently upheld (see, Meichsner v. Valentine Gardens Coop., supra; Mogulescu v. 255 W. 98th St. Owners Corp., supra). When construed in light of the foregoing, and considering the operative documents "in conjunction with each other" (Meichsner v. Valentine Gardens Coop., supra, at 798), we conclude that the amendment adding the waiver of option fee — which the plaintiff agreed to abide by pursuant to section 14 of the proprietary lease — comports with the mandate of Business Corporation Law § 501 (c) and thus represents a permissible exercise of the authority of the board of directors of the cooperative corporation (cf., Meichsner v. Valentine Gardens Coop., supra). We have reviewed the plaintiff's remaining contentions and find them to be without merit. Rubin, J.P., Kooper, Sullivan and Balletta, JJ., concur.