Bill Text: NY A10768 | 2019-2020 | General Assembly | Introduced
Bill Title: Provides for the remote conduct of certain practices and procedures relating to board meetings utilizing electronic and/or audio-visual technologies; makes permanent provisions relating to providing for the remote conduct of certain practices and procedures relating to board meetings.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Introduced - Dead) 2020-07-09 - referred to corporations, authorities and commissions [A10768 Detail]
Download: New_York-2019-A10768-Introduced.html
STATE OF NEW YORK ________________________________________________________________________ 10768 IN ASSEMBLY July 9, 2020 ___________ Introduced by COMMITTEE ON RULES -- (at request of M. of A. Paulin) -- read once and referred to the Committee on Corporations, Authorities and Commissions AN ACT to amend the business corporation law, the not-for-profit corpo- ration law, and the religious corporations law, in relation to provid- ing for the remote conduct of certain practices and procedures relat- ing to board meetings; and to amend chapter 122 of the laws of 2020, amending the business corporation law, the not-for-profit corporation law, and the religious corporations law relating to providing for the remote conduct of certain practices and procedures relating to board meetings, in relation to the effectiveness thereof The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. Paragraph (b) of section 708 of the business corporation 2 law, as amended by chapter 122 of the laws of 2020, is amended to read 3 as follows: 4 (b) Unless otherwise restricted by the certificate of incorporation or 5 the by-laws, any action required or permitted to be taken by the board 6 or any committee thereof may be taken without a meeting if all members 7 of the board or the committee consent in writing to the adoption of a 8 resolution authorizing the action. The resolution and the written 9 consents thereto by the members of the board or committee shall be filed 10 with the minutes of the proceedings of the board or committee. [For the11duration of the state disaster emergency declared by executive order two12hundred two that began on March seventh, two thousand twenty, notwith-13standing] Notwithstanding any provision of law to the contrary, the 14 written consent of a member may be made electronically, where such 15 consent is submitted via electronic mail, text, or other secured plat- 16 form for electronic communications, along with information from which it 17 can be reasonably determined that the transmission was authorized by 18 such member. 19 § 2. Paragraph (a) of section 602 of the business corporation law, as 20 amended by chapter 122 of the laws of 2020, is amended to read as 21 follows: EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD16887-01-0A. 10768 2 1 (a) Meetings of shareholders may be held at such place, within or 2 without this state, as may be fixed by or under the by-laws, or if not 3 so fixed, as determined by the board of directors. [For the duration of4the state disaster emergency declared by executive order two hundred two5that began on March seventh, two thousand twenty, if] If, pursuant to 6 this paragraph or the by-laws of the corporation, the board of directors 7 is authorized to determine the place of a meeting of shareholders, the 8 board of directors may, in its sole discretion, determine that the meet- 9 ing be held solely by means of electronic communication, the 10 platform/service of which shall be the place of the meeting for purpose 11 of this article. 12 § 3. Paragraph (a) of section 603 of the not-for-profit corporation 13 law, as amended by chapter 122 of the laws of 2020, is amended to read 14 as follows: 15 (a) Meetings of members may be held at such place, within or without 16 this state, as may be fixed by or under the by-laws or, if not so fixed, 17 as determined by the board of directors. [For the duration of the state18disaster emergency declared by executive order two hundred two that19began on March seventh, two thousand twenty, the] The board of directors 20 may, unless otherwise restricted by the certificate of incorporation or 21 the by-laws, in its sole discretion, determine that meetings of members 22 be held partially or solely by means of electronic communication, the 23 electronic service and/or platform by which the meeting is held shall be 24 the place of the meeting for purposes of this article if a meeting is 25 held solely by means of electronic communication. Meetings conducted 26 partially or solely by means of electronic communications in reliance 27 upon this paragraph and any member's electronic participation in such 28 meetings shall be subject to those guidelines and procedures as the 29 board adopts, provided the board shall implement reasonable measures to: 30 (1) verify that each person participating electronically is a member or 31 a proxy of a member; (2) provide each member participating electron- 32 ically with a reasonable opportunity to participate in the meeting, 33 including an opportunity to propose, object to, and vote upon a specific 34 action to be taken by the members, and to see, read or hear the 35 proceedings of the meeting substantially concurrently with those 36 proceedings; and (3) record and maintain a record of any votes or other 37 actions taken by electronic communication at the meeting. 38 § 4. Section 605 of the not-for-profit corporation law, as amended by 39 chapter 122 of the laws of 2020, is amended to read as follows: 40 § 605. Notice of meeting of members. 41 (a) Whenever under the provisions of this chapter members are required 42 or permitted to take any action at a meeting, written notice shall state 43 the place, date and hour of the meeting, [for the duration of the state44disaster emergency declared by executive order two hundred two that45began on March seventh, two thousand twenty,] the means of electronic 46 communication, if any, by which members may participate in the 47 proceedings of the meeting pursuant to paragraph (a) of section six 48 hundred three of this article and, unless it is an annual meeting, indi- 49 cate that it is being issued by or at the direction of the person or 50 persons calling the meeting. Notice of a special meeting shall also 51 state the purpose or purposes for which the meeting is called. A copy of 52 the notice of any meeting shall be given, personally, by mail, or by 53 facsimile telecommunications or by electronic mail, to each member enti- 54 tled to vote at such meeting. If the notice is given personally, by 55 first class mail or by facsimile telecommunications or by electronic 56 mail, it shall be given not less than ten nor more than fifty daysA. 10768 3 1 before the date of the meeting; if mailed by any other class of mail, it 2 shall be given not less than thirty nor more than sixty days before such 3 date. If mailed, such notice is given when deposited in the United 4 States mail, with postage thereon prepaid, directed to the member at his 5 address as it appears on the record of members, or, if he shall have 6 filed with the secretary of the corporation a written request that 7 notices to him be mailed to some other address, then directed to him at 8 such other address. If sent by facsimile telecommunication or mailed 9 electronically, such notice is given when directed to the member's fax 10 number or electronic mail address as it appears on the record of 11 members, or, to such fax number or other electronic mail address as 12 filed with the secretary of the corporation. Notwithstanding the forego- 13 ing, such notice shall not be deemed to have been given electronically 14 (1) if the corporation is unable to deliver two consecutive notices to 15 the member by facsimile telecommunication or electronic mail; or (2) the 16 corporation otherwise becomes aware that notice cannot be delivered to 17 the member by facsimile telecommunication or electronic mail. An affida- 18 vit of the secretary or other person giving the notice or of a transfer 19 agent of the corporation that the notice required by this section has 20 been given shall, in the absence of fraud, be prima facie evidence of 21 the facts therein stated. Whenever a corporation has more than five 22 hundred members, the notice may be served by publication in a newspaper 23 published in the county in the state in which the principal office of 24 the corporation is located, once a week for three successive weeks next 25 preceding the date of the meeting, provided that the corporation shall 26 also prominently post notice of such meeting on the homepage of any 27 website maintained by the corporation continuously from the date of 28 publication through the date of the meeting. A corporation shall send 29 notice of meetings by first class mail to any member who requests in 30 writing that such notices be delivered by such method. 31 (b) When a meeting is adjourned to another time or place, it shall not 32 be necessary, unless the by-laws require otherwise, to give any notice 33 of the adjourned meeting if the time and place to which the meeting is 34 adjourned and[, for the duration of the state disaster emergency35declared by executive order two hundred two that began on March seventh,36two thousand twenty,] the means of electronic communications, if any, by 37 which members may participate in the proceedings of the meeting pursuant 38 to paragraph (a) of section six hundred three of this article are 39 announced at the meeting at which the adjournment is taken, and at the 40 adjourned meeting any business may be transacted that might have been 41 transacted on the original date of the meeting. However, if after the 42 adjournment the board fixes a new record date for the adjourned meeting, 43 a notice of the adjourned meeting shall be given to each member of 44 record on the new record date entitled to notice under paragraph (a) of 45 this section. 46 (c) Nothing required in paragraphs (a) or (b) of this section shall 47 limit, restrict or supersede other forms of voting and participation. 48 § 5. Section 28 of the religious corporations law, as added by chapter 49 122 of the laws of 2020, is amended read as follows: 50 § 28. [Meetings for the duration of the state disaster emergency51declared by executive order two hundred two that began on March seventh,52two thousand twenty; electronic communication. For the duration of the53state disaster emergency declared by executive order two hundred two54that began on March seventh, two thousand twenty, notwithstanding] Elec- 55 tronic meetings. Notwithstanding any provision of law, certificate of 56 incorporation or by-laws to the contrary, if the board of trustees of aA. 10768 4 1 religious corporation is authorized to determine the place of trustee 2 meetings [or], corporate meetings, congregant or membership meetings, 3 the board of trustees may, in its sole discretion, determine that the 4 meeting shall be held solely by means of electronic communication, the 5 electronic service and/or platform through which the meeting is held 6 shall be the place of the meeting for purposes of this chapter. 7 § 6. Section 6 of chapter 122 of the laws of 2020, amending the busi- 8 ness corporation law, the not-for-profit corporation law, and the reli- 9 gious corporations law relating to providing for the remote conduct of 10 certain practices and procedures relating to board meetings, is amended 11 to read as follows: 12 § 6. This act shall take effect immediately [and shall expire and be13deemed repealed December 31, 2021]. 14 § 7. This act shall take effect immediately.
