Bill Text: NY A06329 | 2019-2020 | General Assembly | Introduced


Bill Title: Requires at least one female director on every domestic corporation and foreign corporation whose principal place of business is located in New York state; makes related provisions for certain corporations; further requires that on or before March 1, 2020, and annually thereafter, the department of state shall publish a report that provides the number of publicly held domestic corporations and foreign corporations that were in compliance with the requirements of this paragraph at least once during the preceding calendar year; and the number of publicly held domestic corporations and foreign corporations that moved their principal executive office to this state from outside of the state or moved their principal executive office outside of the state during the preceding calendar year.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced) 2019-03-06 - referred to corporations, authorities and commissions [A06329 Detail]

Download: New_York-2019-A06329-Introduced.html


                STATE OF NEW YORK
        ________________________________________________________________________
            S. 4279                                                  A. 6329
                               2019-2020 Regular Sessions
                SENATE - ASSEMBLY
                                      March 6, 2019
                                       ___________
        IN SENATE -- Introduced by Sen. KRUEGER -- read twice and ordered print-
          ed, and when printed to be committed to the Committee on Corporations,
          Authorities and Commissions
        IN  ASSEMBLY  --  Introduced  by  M.  of  A.  SEAWRIGHT -- read once and
          referred to the Committee on Corporations, Authorities and Commissions
        AN ACT to amend the business corporation law, in relation  to  requiring
          at least one female director on every domestic corporation and foreign
          corporation  whose  principal place of business is located in New York
          state
          The People of the State of New York, represented in Senate and  Assem-
        bly, do enact as follows:
     1    Section  1.  Section 702 of the business corporation law is amended by
     2  adding a new paragraph (c) to read as follows:
     3    (c)(1) On or before December 31, 2019, every  publicly  held  domestic
     4  corporation  and  foreign  corporation whose principal executive office,
     5  according to the corporation's SEC 10-K  form,  is  located  within  the
     6  state  shall  have  at least one female director on its board.  A corpo-
     7  ration may increase the number of directors on its board to comply  with
     8  this subdivision.
     9    (2)  On  or  before  December  31,  2021, every publicly held domestic
    10  corporation and foreign corporation whose  principal  executive  office,
    11  according  to  the  corporation's  SEC  10-K form, is located within the
    12  state shall increase the number of female  directors  on  its  board  as
    13  follows:
    14    (a)  If  the  board  of directors consists of six or more members, the
    15  corporation shall have at least three female directors;
    16    (b) If the board of directors consists of  five  members,  the  corpo-
    17  ration shall have at least two female directors; and
    18    (c)  If  the board of directors consists of four or fewer members, the
    19  corporation shall have at least one female director.
         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD06232-01-9

        S. 4279                             2                            A. 6329
     1    (3) On or before December 31, 2019,  the  department  of  state  shall
     2  publish  a  report  on  the  number of domestic corporations and foreign
     3  corporations whose principal executive office, according to  the  corpo-
     4  ration's  SEC 10-K form, is located in this state that have at least one
     5  female director. Such report shall be made available on its website.
     6    (4)  On  or before March 1, 2020, and annually thereafter, the depart-
     7  ment of state shall publish a report on its website which shall include,
     8  at a minimum:
     9    (a) The number of publicly  held  domestic  corporations  and  foreign
    10  corporations  subject  to  this subdivision that were in compliance with
    11  the requirements of this paragraph at least once  during  the  preceding
    12  calendar year;
    13    (b)  The  number  of  publicly  held domestic corporations and foreign
    14  corporations that moved their principal executive office to  this  state
    15  from  outside  of  the  state  or moved their principal executive office
    16  outside of the state during the preceding calendar year; and
    17    (c) The number of publicly  held  domestic  corporations  and  foreign
    18  corporations  that were subject to this subdivision during the preceding
    19  calendar year but are no longer publicly held.
    20    (5)(a) The secretary of state may promulgate regulations to  implement
    21  the  requirements  of this paragraph.  The secretary of state may impose
    22  fines for violations of this paragraph as follows:
    23    (1) For the first  violation,  the  amount  of  one  hundred  thousand
    24  dollars.
    25    (2)  For a second or subsequent violation, the amount of three hundred
    26  thousand dollars.
    27    (b) For purposes of this paragraph, each director seat required to  be
    28  held  by  a female, which is not held by a female for at least a portion
    29  of a calendar year, shall be deemed a separate and distinct offense. Any
    30  penalty collected pursuant to this paragraph shall  be  made  available,
    31  upon appropriation by the legislature, for use by the secretary of state
    32  to offset the cost of administering this subdivision.
    33    (6)  For  purposes of this subdivision, the following terms shall have
    34  the following meanings:
    35    (a) "Female" means an individual who self-identifies her gender  as  a
    36  woman, without regard to the individual's designated sex at birth.
    37    (b)  "Publicly held" means having outstanding shares listed on a major
    38  United States stock exchange.
    39    § 2. Subdivision (a) of section 1319 of the business  corporation  law
    40  is amended by adding a new paragraph 8 to read as follows:
    41    (8) Subdivision (c) of Section 702 (Number of directors).
    42    § 3. This act shall take effect immediately.
feedback